POTBELLY CORP — Director's Dealing 2013

Oct 4, 2013

SEC Form 3/A — Form 3/A

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

Reporting Person: OAK INVESTMENT PARTNERS IX L P (10% Owner)
Reporting Person: OAK IX AFFILIATES FUND LP (10% Owner)
Reporting Person: OAK IX AFFILIATES FUND A LP (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	184470	Direct

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., as the general partner of Oak Investment, and Oak IX Affiliates, L.L.C., as the general partner of each of Oak IX Fund and Oak IX Fund-A, may be deemed to beneficially own these shares. Each of Oak Associates IX, L.L.C. and Oak IX Affiliates, L.L.C. disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.

F2: This amendment is being filed to properly place the signature of the person executing the original Form 3 on record. The holding in this line item is not new or revised but is being reported again solely to gain access to the filing system.