Sec Form 4/A Filing - LEVITAN DAN @ POTBELLY CORP - 2015-06-05

FORM 4/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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 _____ 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) 06/05/2015 (Street) SEATTLE, WA98104 4. If Amendment, Date Original Filed (MM/DD/YY) 06/08/2015 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 (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 06/05/2015 J( 1 ) 1,250,000 ( 2 ) D $ 0 2,063,760 ( 2 ) I See note 2 Common Stock 06/05/2015 J( 3 ) 8,512 A $ 0 8,512 ( 4 ) I See note 4 Common Stock 06/05/2015 J( 5 ) 8,512 D $ 0 0 I See note 4 Common Stock 06/05/2015 J( 6 ) 3,096 A $ 0 3,096 ( 7 ) I See note 7 Common Stock 06/05/2015 J( 8 ) 3,096 D $ 0 0 I See note 7 Common Stock 06/05/2015 J( 9 ) 11,042 A $ 0 13,720 ( 10 ) I See note 10 Common Stock 06/05/2015 J( 11 ) 10,891 D $ 0 2,829 ( 10 ) I See note 10 Common Stock 06/05/2015 J( 12 ) 2,883 A $ 0 30,185 ( 13 ) D Common Stock 06/05/2015 J( 14 ) 673 A $ 0 30,858 ( 13 ) D Common Stock 06/05/2015 J( 15 ) 18,866 A $ 0 49,724 ( 13 ) D Common Stock 06/05/2015 J( 16 ) 6,325 A $ 0 56,049 ( 13 ) D Common Stock 06/05/2015 J( 17 ) 3,627 A $ 0 59,676 ( 13 ) 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 LEVITAN DAN 411 FIRST AVENUE SOUTH, SUITE 600 SEATTLE, WA98104 X Signatures /s/ Pete McCormick, as attorney-in-fact for Dan Levitan 09/14/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Maveron 2000, Maveron 2000-B, MEP 2000, MEP III, Maveron-Entrepreneurs' and MEP-Associates made pro rata distributions for no consideration of 1,250,000 shares of common stock of the issuer to their partners on June 5, 2015 (the "Distribution"). ( 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'"), MEP Associates III, L.P. ("Maveron-Associates") and Maveron LLC. 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. Mr. Levitan is a managing member of Maveron GP, Maveron GP III and Maveron LLC. ( 3 )Shares acquired by Maveron GP in connection with the Distribution of such shares to the partners of Maveron 2000 and Maveron 2000-B. ( 4 )Shares are owned directly by Maveron GP. ( 5 )Maveron GP made pro rata distributions for no consideration of 8,512 shares of common stock of the issuer to its members on June 5, 2015 (the "Maveron GP Distribution"). ( 6 )Shares acquired by Maveron GP III in connection with the Distribution of such shares to the partners of MEP III, Maveron-Entrepreneurs' and Maveron-Associates. ( 7 )Shares are owned directly by Maveron GP III. ( 8 )Maveron GP III made pro rata distributions for no consideration of 3,096 shares of common stock of the issuer to its members on June 5, 2015 (the "Maveron GP III Distribution"). ( 9 )Shares acquired by Maveron LLC in connection with the Distribution of such shares to the partners of MEP 2000 and Maveron-Associates. ( 10 )Shares are owned directly by Maveron LLC. ( 11 )Maveron LLC made pro rata distributions for no consideration of 10,891 shares of common stock of the issuer to its members on June 5, 2015 (the "Maveron LLC Distribution"). ( 12 )Shares acquired by the Reporting Person in connection with the Maveron GP Distribution. ( 13 )Includes 1,403 shares of common stock that is a restricted stock unit which represents a right to receive one share of common stock for each restricted stock unit. Restricted stock units vest 50% on the first anniversary of their grant date and 50% on the second anniversary of their grant date. ( 14 )Shares acquired by the Reporting Person in connection with the Maveron GP III Distribution. ( 15 )Shares acquired by the Reporting Person in connection with the Distribution of such shares to the members of MEP 2000. ( 16 )Shares acquired by the Reporting Person in connection with the Distribution of such shares to the partners of Maveron-Associates. ( 17 )Shares acquired by the Reporting Person in connection with the Maveron LLC Distribution.

Remarks: Each report ing 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.