POTBELLY CORP — Director's Dealing 2015

May 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2015-05-12

Reporting Person: Avedisian Vann A (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-12	Common Stock	J	175095.0	$0.0	Disposed	602908	Indirect
2015-05-12	Common Stock	J	116.0	$0.0	Acquired	580	Indirect
2015-05-12	Common Stock	J	116.0	$0.0	Acquired	580	Indirect
2015-05-12	Common Stock	J	54197.0	$0.0	Acquired	287415	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2558	Direct
Common Stock	4320	Indirect

Footnotes

F1: On May 12, 2015, Oxford BlackPoint Venture Partners VII, LLC ("Oxford BlackPoint") distributed 175,095 of the shares held by it to its members without payment of any consideration, including to minor children of and a trust controlled by the reporting person as reflected on this Form 4.

F2: Includes 525,474 shares held by Oxford BlackPoint and 77,434 shares held by Concorde Holdings IX, LLC ("Concorde"). Oxford BlackPoint is an investment fund managed by Oxford Capital Partners, Inc. ("Oxford Capital"). Mr. Avedisian is co-owner of Oxford Capital and co-owner of Concorde. Accordingly, Mr. Avedisian may be deemed to share power to vote and dispose of shares owned directly by such entities. Mr. Avedisian disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: Mr. Avedisian is the trusteee of the Armen G. Avedisian Trust ( the "AGA Trust"). Accordingly, Mr. Avedisian may be deemed to have the power to vote and dispose of shares owned directly by the AGA Trust. Mr. Avedisian disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.