Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  REVORD MATTHEW J
 2. Date of Event Requiring Statement (Month/Day/Year)
10/03/2013		 3. Issuer Name and Ticker or Trading Symbol
POTBELLY CORP [PBPB]
(Last)
(First)
(Middle)
C/O POTBELLY CORPORATION, 222 MERCHANDISE MART PLAZA, 23RD FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, GC and Secretary
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CHICAGO, IL 60654		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 4,400
I
By the Matthew J. Revord Declaration of Trust dated June 30, 2013

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Seies F Preferred Stock 12/24/2008   (1) Common Stock 9,375 $ (1) I By the Matthew J. Revord Declaration of Trust dated June 30, 2013
Stock Options (right to buy)   (2) 01/08/2017 Common Stock 100,000 $ 8 D  
Stock Options (right to buy)   (2) 05/14/2018 Common Stock 20,000 $ 8 D  
Stock Options (right to buy)   (2) 01/22/2019 Common Stock 30,000 $ 8 D  
Stock Options (right to buy)   (2) 08/05/2019 Common Stock 5,849 $ 8 D  
Stock Options (right to buy)   (2) 07/01/2020 Common Stock 7,000 $ 7 D  
Stock Options (right to buy)   (3) 05/10/2021 Common Stock 49,427 $ 7.22 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
REVORD MATTHEW J
C/O POTBELLY CORPORATION
222 MERCHANDISE MART PLAZA, 23RD FLOOR
CHICAGO, IL 60654		       SVP, GC and Secretary  

Signatures

/s/Matthew J. Revord 10/03/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Series F Preferred Stock is convertible into Potbelly Corporation ("Potbelly") common stock on a 1-to-1 basis at the option of the holder and has no expiration date. The Series F Preferred Stock will automatically covert into common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering.
(2) All stock options have vested and become exercisable upon the closing of Potbelly's initial public offering.
(3) All stock options have vested and are exercisable.

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