Sec Form 4 Filing - WI-POTBELLY LLC @ POTBELLY CORP - 2013-10-09

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 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 (MM/DD/YY) 10/09/2013 (Street) HIGHLAND PARK, IL60035 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 10/09/2013 C 599,650 A 672,135 ( 2 ) D Common Stock 10/09/2013 C 171,371 A 843,506 ( 2 ) D Common Stock 10/09/2013 C 98,286 A 941,792 ( 2 ) D Common Stock 10/09/2013 C 66,087 A 1,007,879 ( 2 ) D Common Stock 10/09/2013 C 140,439 A 1,148,318 ( 2 ) D Common Stock 10/09/2013 C 104,375 A 1,252,693 ( 2 ) 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 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, IL60035 X Winchester Partners, L.P. 1850 SECOND STREET, SUITE 201 HIGHLAND PARK, IL60035 X Sandburg Partners 1850 SECOND STREET, SUITE 201 HIGHLAND PARK, IL60035 X Waveland Investments I, LLC 1850 SECOND STREET, SUITE 201 HIGHLAND PARK, IL60035 X Signatures /s/Dennis Zaslavsky, authorized person 10/11/2013 Signature of Reporting Person Date

Explanation of Responses:

( 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 comm on 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.

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).

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