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: OXFORD BLACKPOINT VENTURE PARTNERS VII, LLC (10% Owner)
Reporting Person: OXFORD CAPITAL PARTNERS, INC. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-09	Common Stock	C	500000	—	Acquired	663525	Direct
2013-10-09	Common Stock	C	142892	—	Acquired	806417	Direct
2013-10-09	Common Stock	C	109270	—	Acquired	915687	Direct
2013-10-09	Common Stock	C	136239	—	Acquired	1051926	Direct
2013-10-09	Common Stock	C	266096	—	Acquired	1318022	Direct
2013-10-09	Common Stock	C	82927	—	Acquired	1400949	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-09	Series A Preferred Stock	$0	C	500000	Disposed		Common Stock (500000)	Direct
2013-10-09	Series B Preferred Stock	$0	C	142892	Disposed		Common Stock (142892)	Direct
2013-10-09	Series C Preferred Stock	$0	C	108336	Disposed		Common Stock (109270)	Direct
2013-10-09	Series D Preferred Stock	$0	C	132687	Disposed		Common Stock (136239)	Direct
2013-10-09	Series E Preferred Stock	$0	C	257143	Disposed		Common Stock (266096)	Direct
2013-10-09	Series F Preferred Stock	$0	C	82927	Disposed		Common Stock (82927)	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: 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.

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.

F7: Oxford Blackpoint Venture Partners VII, LLC ("Oxford Blackpoint") is an investment fund managed by Oxford Capital. Vann Avedisian is co-owner of Oxford Capital. Accordingly, Mr. Avedisian may be deemed to share power to vote and dispose of the securities owned directly by Oxford Blackpoint and Oxford Capital. Mr. Avedisian disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.