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: BENCHMARK CAPITAL MANAGEMENT CO IV LLC (10% Owner)
Reporting Person: BENCHMARK FOUNDERS FUND IV LP (10% Owner)
Reporting Person: BENCHMARK FOUNDERS FUND IV A LP (10% Owner)
Reporting Person: BENCHMARK FOUNDERS FUND IV-B LP (10% Owner)
Reporting Person: BENCHMARK CAPITAL PARTNERS IV LP (10% Owner)
Reporting Person: HARVEY KEVIN (10% Owner)
Reporting Person: SPURLOCK STEVEN M (10% Owner)
Reporting Person: GURLEY J WILLIAM (10% Owner)
Reporting Person: KAGLE ROBERT (10% Owner)
Reporting Person: DUNLEVIE BRUCE (10% Owner)

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 (149737)		Indirect
Series E Preferred Stock	$		Common Stock (18479)		Indirect
Series F Preferred Stock	$		Common Stock (25000)		Indirect

Footnotes

F1: 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.

F2: Represents shares held by Benchmark Capital Partners IV, L.P., as nominee for Benchmark Capital Partners IV, L.P., Benchmark Founders' Fund IV, L.P., Benchmark Founders' Fund IV-A, L.P., Benchmark Founders' Fund IV-B, L.P. and related individuals (collectively, the "Benchmark Funds"). Benchmark Capital Management Co. IV, L.L.C. ("BCMC IV") is the general partner of Benchmark Capital Partners IV, L.P. and BCMC IV's managing members are Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle and Steven Spurlock. These individuals may be deemed to beneficially own the shares held by the Benchmark Funds. Each of these individuals disclaims beneficial ownership of such shares except to the extent of such individuals pecuniary interest therein.

F3: 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.

F4: 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.

F5: 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.

F6: 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.