POTBELLY CORP — Director's Dealing 2014

May 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2014-05-15

Reporting Person: GALLAGHER GERALD R (Director)
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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-15	Common Stock	A	2558	$15.64	Acquired	2520046	Indirect

Footnotes

F1: Represents Common Stock received for Mr. Gallagher's service on the Issuer's Board of Directors.

F2: Includes 2,472 shares of Common Stock, which is held by Mr. Gallagher on behalf of Oak Investment Partners IX, Limited Partnership ("Oak IX"); 26 shares of Common Stock, which is held by Mr. Gallagher on behalf of Oak IX Affiliates Fund, Limited Partnership ("Oak IX Affiliates"); and 60 shares of Common Stock, which is held by Mr. Gallagher on behalf of Oak IX Affiliates Fund-A, Limited Partnership ("Oak IX Affiliates-A"). Mr. Gallagher is a Managing Member of Oak Associates IX, L.L.C., the General Partner of Oak IX, a Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates and Oak IX Affiliates-A.

F3: Includes 2,433,160 shares of Common Stock, which is held by Oak IX; 25,925 shares of Common Stock, which is held by Oak IX Affiliates; and 58,403 shares of Common Stock, which is held by Oak IX Affiliates-A. Oak Associates IX, L.L.C. is the general partner of Oak IX and Oak IX Affiliates, L.L.C. is the general partner of Oak IX Affiliates and Oak IX Affiliates-A may be deemed to beneficially own the reported securities.

F4: Gerald R Gallagher is a Director of Potbelly Corporation and is a Managing Member of Oak Associates IX, L.L.C., the General Partner of Oak IX, a Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates and Oak IX Affiliates-A and may be deemed to beneficially own the reported securities.

F5: This Form 4 is being filed by Gerald R Gallagher, Oak IX, Oak IX Affiliates, and Oak IX Affiliates-A, collectively the "Reporting Persons". Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.