POTBELLY CORP — Director's Dealing 2015

Feb 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2015-02-20

Reporting Person: Avedisian Vann A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-20	Common Stock	S	30000	$15.33	Disposed	160449	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1004724	Indirect
Common Stock	2592	Indirect
Common Stock	348	Indirect
Common Stock	348	Indirect
Common Stock	2558	Direct

Footnotes

F1: The Common Stock reported herein as being sold were sold at a range of between $15.25 and $15.46 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent.

F2: Includes 875,664 shares held by Oxford Blackpoint Venture Partners VII, LLC ("Oxford Blackpoint") and 129,060 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 trustee 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.