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: GALLAGHER GERALD R (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	184470	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (1000000)		Indirect
Series C Preferred Stock	$		Common Stock (404941)		Indirect
Series D Preferred Stock	$		Common Stock (187484)		Indirect
Series E Preferred Stock	$		Common Stock (382442)		Indirect
Series F Preferred Stock	$		Common Stock (258152)		Indirect
Series F Preferred Stock	$		Common Stock (100000)		Indirect

Footnotes

F1: 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.

F2: The Series B Preferred Stock is convertible into Potbelly Corporation ("Potbelly") common stock on a 1-to-1 basis at the option of the holder and has no expiration date. The Series B Preferred Stock will automatically convert into common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering.

F3: Includes shares held by Oak Investment, Oak IX Fund and Oak IX Fund-A. See Footnote 1.

F4: The Series C Preferred Stock is convertible into Potbelly common stock on a 1-to-1.0086 basis at the option of the holder and has no expiration date. The Series C Preferred Stock will automatically convert into common stock on a 1-to-1.0086 basis upon the closing of Potbelly's initial public offering.

F5: The Series D Preferred Stock is convertible into Potbelly common stock on a 1-to-1.0268 basis at the option of the holder and has no expiration date. The Series D Preferred Stock will automatically convert into common stock on a 1-to-1.0268 basis upon the closing of Potbelly's initial public offering.

F6: The Series E Preferred Stock is convertible into 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.

F7: 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.