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: 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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-12	Common Stock	J	1000000	—	Disposed	3310931	Direct
2014-12-12	Common Stock	J	6809	—	Acquired	6809	Direct
2014-12-12	Common Stock	J	6809	—	Disposed	0	Direct
2014-12-12	Common Stock	J	2442	—	Acquired	2442	Direct
2014-12-12	Common Stock	J	2442	—	Disposed	0	Direct
2014-12-12	Common Stock	J	8713	—	Acquired	11271	Direct
2014-12-12	Common Stock	J	8593	—	Disposed	2678	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'") 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. 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.

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.

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.

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.