POTBELLY CORP — Director's Dealing 2014

Sep 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2014-09-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-15	Common Stock	J	2558	—	Disposed	0	Direct
2014-09-15	Common Stock	J	2558	—	Acquired	2558	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4313489	Indirect

Footnotes

F1: These shares were granted to Dan Levitan as a director of Potbelly Corp and transferred to Maveron LLC for no consideration. Mr. Levitan is the sole managing member of Maveron LLC. Under the limited liability company agreement of Maveron General Partner III LLC, Mr. Levitan is deemed to hold the shares for the benefit of Maveron LLC and is required to transfer the shares to Maveron LLC.

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") serves as general partner of Maveron 2000 and Maveron 2000-B and possesses shared power to vote and dispose of shares directly owned by Maveron 2000 and Maveron 2000-B. Maveron LLC serves as manager of MEP 2000 and possesses shared power to vote and dispose of shares directly owned by MEP 2000. Mr. Levitan is the managing member of Maveron GP and Maveron LLC. (continued in Footnote 3)

F3: Maveron General Partner III LLC ("Maveron GP III") serves as general partner for MEP III, Maveron-Entrepreneurs' and Maveron-Associates and possesses shared power to vote and dispose of shares directly owned by MEP III, Maveron-Entrepreneurs' and Maveron-Associates. Mr. Levitan is a managing member of Maveron GP III. Accordingly, Mr. Levitan may be deemed to share power to vote and dispose of shares owned directly by such entities. Mr. Levitan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.