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: Maveron Equity Partners 2000, L.P. (10% Owner)
Reporting Person: Maveron Equity Partners 2000-B, L.P. (10% Owner)
Reporting Person: MEP 2000 Associates LLC (10% Owner)
Reporting Person: Maveron Equity Partners III, L.P. (10% Owner)
Reporting Person: Maveron III Entrepreneurs Fund, L.P. (10% Owner)
Reporting Person: Maveron General Partner 2000 LLC (10% Owner)
Reporting Person: Maveron LLC (10% Owner)
Reporting Person: MEP Associates III, L.P. (10% Owner)
Reporting Person: Maveron General Partner III LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	374021	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (2272727)		Direct
Series B Preferred Stock	$		Common Stock (649512)		Direct
Series C Preferred Stock	$		Common Stock (529445)		Direct
Series D Preferred Stock	$		Common Stock (457161)		Direct
Series E Preferred Stock	$		Common Stock (813073)		Direct
Series F Preferred Stock	$		Common Stock (614992)		Direct
Series F Preferred Stock	$		Common Stock (100000)		Direct

Footnotes

F1: Includes shares held by Maveron Equity Partners 2000, L.P. ("Maveron 2000"), Maveron Equity Partners 2000-B, L.P. ("Maveron 2000-B"), MEP 2000 Associates LLC ("MEP 2000"), Maveron Equity Partners III, L.P. ("MEP III"), Maveron III Entrepreneurs' Fund, L.P. ("Maveron-Entrepreneurs'") and MEP Associates III, L.P. ("Maveron-Associates"). Maveron General Partner 2000 LLC ("Maveron GP"), as the general partner of each of Maveron 2000 and Maveron 2000-B, may be deemed to beneficially own certain of these shares. Maveron LLC, as the manager of MEP 2000, may be deemed to beneficially own certain of these shares. (continued on Footnote 2)

F2: Maveron General Partner III LLC ("Maveron GP III"), as the general partner of each of MEP III, Maveron-Entrepreneurs' and Maveron-Associates, may be deemed to beneficially own certain of these shares. Each of Maveron GP, Maveron LLC and Maveron GP III disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.

F3: The Series A 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 A Preferred Stock will automatically convert into common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering.

F4: Includes shares held by Maveron 2000, Maveron 2000-B and MEP 2000. See Footnotes 1 and 2.

F5: The Series B 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 B Preferred Stock will automatically convert into common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering.

F6: 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.

F7: 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.

F8: 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.

F9: Includes shares held by Maveron 2000, Maveron 2000-B, MEP 2000, MEP III, Maveron-Entrepreneurs' and Maveron-Associates. See Footnotes 1 and 2.

F10: 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.

F11: Includes shares help by MEP III, Maveron-Entrepreneurs' and Maveron-Associates. See Footnotes 1 and 2.