POTBELLY CORP — Director's Dealing 2014

Dec 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2014-12-12

Reporting Person: LEVITAN DAN (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-12	Common Stock	J	1000000	—	Disposed	3313489	Indirect
2014-12-12	Common Stock	J	6809	—	Acquired	6809	Indirect
2014-12-12	Common Stock	J	6809	—	Disposed	0	Indirect
2014-12-12	Common Stock	J	2442	—	Acquired	2442	Indirect
2014-12-12	Common Stock	J	2442	—	Disposed	0	Indirect
2014-12-12	Common Stock	J	8713	—	Acquired	11271	Indirect
2014-12-12	Common Stock	J	8593	—	Disposed	2678	Indirect
2014-12-12	Common Stock	J	2306	—	Acquired	2306	Direct
2014-12-12	Common Stock	J	538	—	Acquired	2844	Direct
2014-12-12	Common Stock	J	15092	—	Acquired	17936	Direct
2014-12-12	Common Stock	J	5060	—	Acquired	22996	Direct
2014-12-12	Common Stock	J	2903	—	Acquired	25889	Direct

Footnotes

F1: Maveron 2000, Maveron 2000-B, MEP 2000, MEP III, Maveron-Entrepreneurs' and MEP-Associates made pro rata distributions for no consideration of 1,000,000 shares of common stock of the issuer to their partners on December 12, 2014 (the "Distribution").

F2: 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'"), MEP Associates III, L.P. ("Maveron-Associates") and Maveron LLC. 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. 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. Mr. Levitan is a managing member of Maveron GP, Maveron GP III and Maveron LLC.

F3: Shares acquired by Maveron GP in connection with the Distribution of such shares to the partners of Maveron 2000 and Maveron 2000-B.

F4: Shares are owned directly by Maveron GP.

F5: Maveron GP made pro rata distributions for no consideration of 6,809 shares of common stock of the issuer to its members on December 12, 2014 (the "Maveron GP Distribution").

F6: Shares acquired by Maveron GP III in connection with the Distribution of such shares to the partners of MEP III, Maveron-Entrepreneurs' and Maveron-Associates.

F7: Shares are owned directly by Maveron GP III.

F8: Maveron GP III made pro rata distributions for no consideration of 2,442 shares of common stock of the issuer to its members on December 12, 2014 (the "Maveron GP III Distribution").

F9: Shares acquired by Maveron LLC in connection with the Distribution of such shares to the partners of MEP 2000 and Maveron-Associates.

F10: Shares are owned directly by Maveron LLC.

F11: Maveron LLC made pro rata distributions for no consideration of 8,593 shares of common stock of the issuer to its members on December 12, 2014 (the "Maveron LLC Distribution").

F12: Shares acquired by the Reporting Person in connection with the Maveron GP Distribution.

F13: Shares acquired by the Reporting Person in connection with the Maveron GP III Distribution.

F14: Shares acquired by the Reporting Person in connection with the Distribution of such shares to the members of MEP 2000.

F15: Shares acquired by the Reporting Person in connection with the Distribution of such shares to the partners of Maveron-Associates.

F16: Shares acquired by the Reporting Person in connection with the Maveron LLC Distribution.