Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
LEVITAN DAN
   2. Issuer Name and Ticker or Trading Symbol
POTBELLY CORP [PBPB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O POTBELLY CORPORATION, 222 MERCHANDISE MART PLAZA, 23RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
10/09/2013
(Street)

CHICAGO, IL 60654		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/09/2013   C   2,272,727 A (1) 2,646,748 I (2) (3) See footnote (4)
Common Stock 10/09/2013   C   649,512 A (5) 3,296,260 I See footnote (4)
Common Stock 10/09/2013   C   529,445 A (6) 3,825,705 I See footnote (4)
Common Stock 10/09/2013   C   457,161 A (7) 4,282,866 I See footnote (4)
Common Stock 10/09/2013   C   813,073 A (8) 5,095,939 I See footnote (9)
Common Stock 10/09/2013   C   714,992 A (10) 5,810,931 I See footnote (11)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock $ 0 (1) 10/09/2013   C     2,272,727 09/19/2001   (1) Common Stock 2,272,727 $ 0 0 I See footnote (4)
Series B Preferred Stock $ 0 (5) 10/09/2013   C     649,512 09/18/2002   (5) Common Stock 649,512 $ 0 0 I See footnote (4)
Series C Preferred Stock $ 0 (6) 10/09/2013   C     524,921 10/08/2003   (6) Common Stock 529,445 $ 0 0 I See footnote (4)
Series D Preferred Stock $ 0 (7) 10/09/2013   C     445,242 03/23/2005   (7) Common Stock 457,161 $ 0 0 I See footnote (4)
Series E Preferred Stock $ 0 (8) 10/09/2013   C     785,715 02/13/2006   (8) Common Stock 813,073 $ 0 0 I See footnote (9)
Series F Preferred Stock $ 0 (10) 10/09/2013   C     614,992 12/24/2008   (10) Common Stock 614,992 $ 0 0 I See footnote (11)
Series F Preferred Stock $ 0 (10) 10/09/2013   C     100,000 01/30/2009   (10) Common Stock 100,000 $ 0 0 I See footnote (11)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEVITAN DAN
C/O POTBELLY CORPORATION
222 MERCHANDISE MART PLAZA, 23RD FLOOR
CHICAGO, IL 60654		   X   X    

Signatures

 /s/Matthew J. Revord, Attorney-in-fact   10/11/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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 A Preferred Stock automatically converted into Potbelly Corporation ("Potbelly") common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
(2) 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'") and MEP Associates III, L.P. ("Maveron-Associates"). Maveron General Partner 2000 LLC ("Maveron GP") serves as general partner of Maveron 2000 and Maveron 2000-B and possesses shared power to vote and dispose of shares directly owned by Maveron 2000 and Maveron 2000-B. Maveron LLC serves as manager of MEP 2000 and possesses shared power to vote and dispose of shares directly owned by MEP 2000. Mr. Levitan is the managing member of Maveron GP and Maveron LLC. (continued in Footnote 3)
(3) Maveron General Partner III LLC ("Maveron GP III") serves as general partner for MEP III, Maveron-Entrepreneurs' and Maveron-Associates and possesses shared power to vote and dispose of shares directly owned by MEP III, Maveron-Entrepreneurs' and Maveron-Associates. Mr. Levitan is a managing member of Maveron GP III. Accordingly, Mr. Levitan may be deemed to share power to vote and dispose of shares owned directly by such entities. Mr. Levitan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4) Includes shares held by Maveron 2000, Maveron 2000-B and MEP 2000. See Footnotes 2 and 3.
(5) The Series B Preferred Stock automatically converted into Potbelly common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
(6) The Series C Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0086 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
(7) The Series D Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0268 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
(8) The Series E Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0348 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
(9) Includes shares held by Maveron 2000, Maveron 2000-B, MEP 2000, MEP III, Maveron-Entrepreneurs' and Maveron-Associates. See Footnotes 2 and 3.
(10) The Series F Preferred Stock automatically converted into Potbelly common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
(11) Includes shares held by MEP III, Maveron-Entrepreneurs' and Maveron-Associates. See Footnotes 2 and 3.

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