Sec Form 4 Filing - Maveron Equity Partners 2000, L.P. @ POTBELLY CORP - 2014-05-13

Insider filing report for Changes in Beneficial Ownership
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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
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
Maveron Equity Partners 2000, L.P.
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)
411 FIRST AVENUE SOUTH, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
05/13/2014
(Street)
SEATTLE, WA98104
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/13/2014 S 1,500,000 ( 1 ) D $ 15.6 4,310,931 ( 1 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maveron Equity Partners 2000, L.P.
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
Maveron Equity Partners 2000-B, L.P.
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
MEP 2000 Associates LLC
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
Maveron Equity Partners III, L.P.
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
Maveron III Entrepreneurs Fund, L.P.
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
Maveron General Partner 2000 LLC
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
Maveron LLC
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
MEP Associates III, L.P.
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
Maveron General Partner III LLC
411 FIRST AVENUE SOUTH, SUITE 600
SEATTLE, WA98104
X
Signatures
/s/ Pete McCormick, as managing member of the GP of Maveron Equity Partners 2000, L.P. 12/15/2014
Signature of Reporting Person Date
/s/ Pete McCormick, as managing member of the GP of Maveron Equity Partners 2000-B, L.P. 12/15/2014
Signature of Reporting Person Date
/s/ Pete McCormick, as managing member of the manager of MEP 2000 Associates LLC 12/15/2014
Signature of Reporting Person Date
/s/ Pete McCormick, as managing member of the GP of Maveron Equity Partners III, L.P. 12/15/2014
Signature of Reporting Person Date
/s/ Pete McCormick, as managing member of the GP of Maveron III Entrepreneurs' Fund, L.P. 12/15/2014
Signature of Reporting Person Date
/s/ Pete McCormick, as managing member of Maveron General Partner 2000, LLC 12/15/2014
Signature of Reporting Person Date
/s/ Pete McCormick, as managing member of Maveron, LLC 12/15/2014
Signature of Reporting Person Date
/s/ Pete McCormick, as managing member of the GP of MEP Associates III, L.P. 12/15/2014
Signature of Reporting Person Date
/s/ Pete McCormick, as managing member of Maveron General Partner III LLC 12/15/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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"), as the general partner of each of Maveron 2000 and Maveron 2000-B, may be deemed to beneficially own certain of these shares. Maveron LLC, as the manager of MEP 2000, may be deemed to beneficially own certain of these shares. Maveron General Partner III LLC ("Maveron GP III"), as the general partner of each of MEP III, Maveron-Entrepreneurs' and Maveron-Associates, may be deemed to beneficially own certain of these shares.

Remarks:
Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting persons' pecuniary interest in such securities.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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