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: ASP PBSW, LLC (10% Owner)
Reporting Person: AMERICAN SECURITIES LLC ((See Remarks below))
Reporting Person: American Securities Partners III, L.P. (10% Owner)
Reporting Person: American Securities Partners III(B), L.P. (10% Owner)
Reporting Person: American Securities Associates III, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-09	Common Stock	C	2586398	—	Acquired	2669659	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-09	Series E Preferred Stock	$	C	2142858	Disposed		Common Stock (2217470)	Direct
2013-10-09	Series F Preferred Stock	$	C	268928	Disposed		Common Stock (268928)	Direct
2013-10-09	Series F Preferred Stock	$	C	100000	Disposed		Common Stock (100000)	Direct

Footnotes

F1: Not applicable.

F2: The shares are directly owned by ASP PBSW, LLC and may also be deemed to be indirectly beneficially owned by: (i) American Securities Partners III, L.P. and American Securities Partners III(B), L.P. (each, a "Sponsor"), the owners of limited liability company interests in ASP PBSW, LLC, (ii) American Securities Associates III, LLC, the general partner of each Sponsor and (iii) American Securities LLC, which provides investment advisory services to each Sponsor and is manager of ASP PBSW, LLC.

F3: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F4: The Series E Preferred Stock automatically converted into Potbelly Corporation ("Potbelly") common stock on a 1-to-1.0348 basis upon the closing of Potbelly's initial public offering.

F5: 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.