Sec Form 4 Filing - GALLAGHER GERALD R @ POTBELLY CORP - 2014-05-15

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 GALLAGHER GERALD R 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) C/O POTBELLY CORPORATION, 222 MERCHANDISE MART PLAZA, 23RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2014 (Street) CHICAGO, IL60654 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 05/15/2014 A( 1 ) 2,558 A $ 15.64 2,520,046 I ( 2 ) See footnotes ( 3 ) ( 4 ) ( 5 )

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 GALLAGHER GERALD R C/O POTBELLY CORPORATION 222 MERCHANDISE MART PLAZA, 23RD FLOOR CHICAGO, IL60654 X OAK INVESTMENT PARTNERS IX L P 901 MAIN AVENUE, SUITE 600 NORWALK, CT06851 X OAK IX AFFILIATES FUND LP 901 MAIN STREET, SUITE 600 NORWALK, CT06851 X OAK IX AFFILIATES FUND A LP 901 MAIN AVENUE, SUITE 600 NORWALK, CT06851 X Signatures /s/Gerald R. Gallagher 05/19/2014 Signature of Reporting Person Date /s/Gerald R. Gallager, General Partner of Oak Investment Partners IX, L.P. 05/19/2014 Signature of Reporting Person Date /s/Gerald R. Gallagher, Managing Member, Oak IX Affiliates, L.L.C., General Partner of Oak IX Affiliates Fund, Limited Partnership 05/19/2014 Signature of Reporting Person Date /s/Gerald R. Gallagher, Managing Member, Oak IX Affiliates, L.L.C., General Partner of Oak IX Affiliates Fund-A, Limited Partnership 05/19/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Common Stock received for Mr. Gallagher's service on the Issuer's Board of Directors. ( 2 )Includes 2,472 shares of Common Stock, which is held by Mr. Gallagher on behalf of Oak Investment Partners IX, Limited Partnership ("Oak IX"); 26 shares of Common Stock, which is held by Mr. Gallagher on behalf of Oak IX Affiliates Fund, Limited Partnership ("Oak IX Affiliates"); and 60 shares of Common Stock, which is held by Mr. Gallagher on behalf of Oak IX Affiliates Fund-A, Limited Partnership ("Oak IX Affiliates-A"). Mr. Gallagher is a Managing Member of Oak Associates IX, L.L.C., the General Partner of Oak IX, a Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates and Oak IX Affiliates-A. ( 3 )Includes 2,433,160 shares of Common Stock, which is held by Oak IX; 25,925 shares of Common Stock, which is held by Oak IX Affiliates; and 58,403 shares of Common Stock, which is held by Oak IX Affiliates-A. Oak Associates IX, L.L.C. is the general partner of Oak IX and Oak IX Affiliates, L.L.C. is the general partner of Oak IX Affiliates and Oak IX Affiliates-A may be deemed to beneficially own the reported securities. ( 4 )Gerald R Gallagher is a Director of Potbelly Corporation and is a Managing Member of Oak Associates IX, L.L.C., the General Partner of Oak IX, a Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates and Oak IX Affiliates-A and may be deemed to beneficially own the reported securities. ( 5 )This Form 4 is being filed by Gerald R Gallagher, Oak IX, Oak IX Affiliates, and Oak IX Affiliates-A, collectively the "Reporting Persons". Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.

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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