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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1. Name and Address of Reporting Person * WI-POTBELLY LLC   2. Issuer Name and Ticker or Trading Symbol POTBELLY CORP [PBPB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1850 SECOND STREET, SUITE 201 3. Date of Earliest Transaction (Month/Day/Year) 10/09/2013 (Street) HIGHLAND PARK, IL 60035 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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   599,650 A (1) 672,135 (2) D   Common Stock 10/09/2013   C   171,371 A (3) 843,506 (2) D   Common Stock 10/09/2013   C   98,286 A (4) 941,792 (2) D   Common Stock 10/09/2013   C   66,087 A (5) 1,007,879 (2) D   Common Stock 10/09/2013   C   140,439 A (6) 1,148,318 (2) D   Common Stock 10/09/2013   C   104,375 A (7) 1,252,693 (2) D

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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

599,650

09/19/2001

(1)

Common Stock

599,650 (2)

$ 0

0

D

Series B Preferred Stock

$ 0 (3)

10/09/2013

C

171,371

09/18/2002

(3)

Common Stock

171,371 (2)

$ 0

0

D

Series C Preferred Stock

$ 0 (4)

10/09/2013

C

97,446

10/08/2003

(4)

Common Stock

98,286 (2)

$ 0

0

D

Series D Preferred Stock

$ 0 (5)

10/09/2013

C

64,634

03/23/2005

(5)

Common Stock

66,087 (2)

$ 0

0

D

Series E Preferred Stock

$ 0 (6)

10/09/2013

C

135,714

02/13/2006

(6)

Common Stock

140,439 (2)

$ 0

0

D

Series F Preferred Stock

$ 0 (7)

10/09/2013

C

104,375

01/30/2009

(7)

Common Stock

104,375 (2)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WI-POTBELLY LLC 1850 SECOND STREET, SUITE 201 HIGHLAND PARK, IL 60035		X
Winchester Partners, L.P. 1850 SECOND STREET, SUITE 201 HIGHLAND PARK, IL 60035		X
Sandburg Partners 1850 SECOND STREET, SUITE 201 HIGHLAND PARK, IL 60035		X
Waveland Investments I, LLC 1850 SECOND STREET, SUITE 201 HIGHLAND PARK, IL 60035		X

Signatures

/s/Dennis Zaslavsky, authorized person		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)	Represents shares held by WI-Potbelly, LLC. Waveland Investments I, LLC, Winchester Partners, L.P., and Sandburg Partners (collectively, the "Managing Members") are managing members of WI-Potbelly, LLC and may be deemed to beneficially own these shares. Each of the Managing Members disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.
(3)	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.
(4)	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.
(5)	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.
(6)	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.
(7)	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.

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