POTBELLY CORP — Director's Dealing 2013

Oct 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2013-10-09

Reporting Person: WI-POTBELLY LLC (10% Owner)
Reporting Person: Winchester Partners, L.P. (10% Owner)
Reporting Person: Sandburg Partners (10% Owner)
Reporting Person: Waveland Investments I, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-09	Common Stock	C	599650	—	Acquired	672135	Direct
2013-10-09	Common Stock	C	171371	—	Acquired	843506	Direct
2013-10-09	Common Stock	C	98286	—	Acquired	941792	Direct
2013-10-09	Common Stock	C	66087	—	Acquired	1007879	Direct
2013-10-09	Common Stock	C	140439	—	Acquired	1148318	Direct
2013-10-09	Common Stock	C	104375	—	Acquired	1252693	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-09	Series A Preferred Stock	$0	C	599650	Disposed		Common Stock (599650)	Direct
2013-10-09	Series B Preferred Stock	$0	C	171371	Disposed		Common Stock (171371)	Direct
2013-10-09	Series C Preferred Stock	$0	C	97446	Disposed		Common Stock (98286)	Direct
2013-10-09	Series D Preferred Stock	$0	C	64634	Disposed		Common Stock (66087)	Direct
2013-10-09	Series E Preferred Stock	$0	C	135714	Disposed		Common Stock (140439)	Direct
2013-10-09	Series F Preferred Stock	$0	C	104375	Disposed		Common Stock (104375)	Direct

Footnotes

F1: The Series A Preferred Stock automatically converted into Potbelly Corporation ("Potbelly") common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.

F2: Represents shares held by WI-Potbelly, LLC. Waveland Investments I, LLC, Winchester Partners, L.P., and Sandburg Partners (collectively, the "Managing Members") are managing members of WI-Potbelly, LLC and may be deemed to beneficially own these shares. Each of the Managing Members disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.

F3: The Series B Preferred Stock automatically converted into Potbelly common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.

F4: The Series C Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0086 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.

F5: The Series D Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0268 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.

F6: The Series E Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0348 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.

F7: The Series F Preferred Stock automatically converted into Potbelly common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.