SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SEGAL CARL AARON (Last) (First) (Middle) C/O POTBELLY CORPORATION 222 MERCHANDISE MART PLAZA, 23RD FLOOR (Street) CHICAGO IL 60654 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/03/2013	3. Issuer Name and Ticker or Trading Symbol POTBELLY CORP [ PBPB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP Operations-Spec Projects	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,375	I	by: SHK Capital Partners, a partnership controlled by Mr. Segal.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series F Preferred Stock	12/24/2008	(1)	Common Stock	13,750	(1)	I	by: SHK Capital Partners, a partnership controlled by Mr. Segal.
Stock Options (right to buy)	(2)	01/01/2014	Common Stock	10,000	$9	D
Stock Options (right to buy)	(2)	01/01/2015	Common Stock	15,000	$12	D
Stock Options (right to buy)	(2)	11/15/2017	Common Stock	50,000	$10.59	D
Stock Options (right to buy)	(2)	05/14/2018	Common Stock	20,000	$8	D
Stock Options (right to buy)	(2)	08/05/2019	Common Stock	4,549	$8	D
Stock Options (right to buy)	(2)	07/01/2020	Common Stock	4,148	$7	D
Stock Options (right to buy)	(2)	01/02/2021	Common Stock	132,692	$7	D
Stock Options (right to buy)	(3)	05/10/2021	Common Stock	26,014	$7.22	D
Stock Options (right to buy)	(2)	03/05/2023	Common Stock	11,932	$9.47	D

Explanation of Responses:

1. The Series F Preferred Stock is convertible into Potbelly Corporation ("Potbelly") common stock on a 1-to-1 basis at the option of the holder and has no expiration date. The Series F Preferred Stock will automatically covert into common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering.

2. All stock options have vested and become exercisable upon the closing of Potbelly's initial public offering.

3. All stock options have vested and are exercisable.

	/s/Matthew J. Revord, Attorney-in-fact	10/03/2013
	** Signature of Reporting Person	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 5 (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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