POTBELLY CORP — Director's Dealing 2015

Jun 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2015-06-05

Reporting Person: LEVITAN DAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-05	Common Stock	J	1250000	—	Disposed	2063609	Indirect
2015-06-05	Common Stock	J	8512	—	Acquired	8512	Indirect
2015-06-05	Common Stock	J	8512	—	Disposed	0	Indirect
2015-06-05	Common Stock	J	3096	—	Acquired	3096	Indirect
2015-06-05	Common Stock	J	3096	—	Disposed	0	Indirect
2015-06-05	Common Stock	J	10891	—	Acquired	13569	Indirect
2015-06-05	Common Stock	J	10891	—	Disposed	2678	Indirect
2015-06-05	Common Stock	J	2883	—	Acquired	30175	Direct
2015-06-05	Common Stock	J	680	—	Acquired	30855	Direct
2015-06-05	Common Stock	J	18866	—	Acquired	49721	Direct
2015-06-05	Common Stock	J	6325	—	Acquired	56046	Direct
2015-06-05	Common Stock	J	3627	—	Acquired	59673	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 1,250,000 shares of common stock of the issuer to their partners on June 5, 2015 (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 8,512 shares of common stock of the issuer to its members on June 5, 2015 (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 3,096 shares of common stock of the issuer to its members on June 5, 2015 (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 10,891 shares of common stock of the issuer to its members on June 5, 2015 (the "Maveron LLC Distribution").

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

F13: Includes 1,403 shares of common stock that is a restricted stock unit which represents a right to receive one share of common stock for each restricted stock unit. Restricted stock units vest 50% on the first anniversary of their grant date and 50% on the second anniversary of their grant date.

F14: Shares acquired by the Reporting Person in connection with the Maveron GP III Distribution.

F15: Shares acquired by the Reporting Person in connection with the Distribution of such shares to the members of MEP 2000.

F16: Shares acquired by the Reporting Person in connection with the Distribution of such shares to the partners of Maveron-Associates.

F17: Shares acquired by the Reporting Person in connection with the Maveron LLC Distribution.