POTBELLY CORP — Director's Dealing 2013

Oct 3, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2013-10-03

Reporting Person: ASP PBSW, LLC (10% Owner)
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)
Reporting Person: AMERICAN SECURITIES LLC ((See Remarks below))

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	83261	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series E Preferred Stock	$		Common Stock (2217470)		Direct
Series F Preferred Stock	$		Common Stock (268928)		Direct
Series F Preferred Stock	$		Common Stock (100000)		Direct

Footnotes

F1: 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.

F2: 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.

F3: The Series E Preferred Stock is convertible into Potbelly Corporation ("Potbelly") common stock on a 1-to-1.0348 basis at the option of the holder and has no expiration date. The Series E Preferred Stock will automatically convert into common stock on a 1-to-1.0348 basis upon the closing of Potbelly's initial public offering.

F4: The Series F Preferred Stock is convertible into Potbelly common stock on a 1-to-1 basis at the option of the holder and has no expiration date. The Series F Preferred Stock will automatically convert into common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering.