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: GALLAGHER GERALD R (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-09	Common Stock	C	1000000	—	Acquired	1184470	Indirect
2013-10-09	Common Stock	C	404941	—	Acquired	1589411	Indirect
2013-10-09	Common Stock	C	187482	—	Acquired	1776893	Indirect
2013-10-09	Common Stock	C	382443	—	Acquired	2159336	Indirect
2013-10-09	Common Stock	C	358152	—	Acquired	2517488	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-09	Series B Preferred Stock	$0	C	1000000	Disposed		Common Stock (1000000)	Indirect
2013-10-09	Series C Preferred Stock	$0	C	401481	Disposed		Common Stock (404941)	Indirect
2013-10-09	Series D Preferred Stock	$0	C	182595	Disposed		Common Stock (187482)	Indirect
2013-10-09	Series E Preferred Stock	$0	C	369575	Disposed		Common Stock (382443)	Indirect
2013-10-09	Series F Preferred Stock	$0	C	258152	Disposed		Common Stock (258152)	Indirect
2013-10-09	Series F Preferred Stock	$0	C	100000	Disposed		Common Stock (100000)	Indirect

Footnotes

F1: The Series B 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: Includes shares held by Oak Investment Partners IX, Limited Partnership ("Oak Investment"), Oak IX Affiliates Fund, Limited Partnership ("Oak IX Fund") and Oak IX Affiliates Fund-A, Limited Partnership ("Oak IX Fund-A"). Oak Associates IX, L.L.C. is the general partner of Oak Investment and Oak IX Affiliates, L.L.C. is the general partner of each of Oak IX Fund and Oak IX Fund-A. Mr. Gallagher is a managing member of Oak Associates IX, L.L.C. and Oak IX Affiliates, L.L.C. Accordingly, Mr. Gallagher may be deemed to share power to vote and dispose of shares owned directly by such entities. Mr. Gallagher disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: 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.

F4: 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.

F5: 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.

F6: 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.