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 OF SECURITIES 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: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * OAK INVESTMENT PARTNERS IX 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) 3890 WELLS FARGO CENTER, 90 SOUTH 7TH STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/09/2013 (Street) MINNEAPOLIS, MN 55402 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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   1,000,000 A (1) 1,184,470 (2) D   Common Stock 10/09/2013   C   404,941 A (3) 1,589,411 (2) D   Common Stock 10/09/2013   C   187,482 A (4) 1,776,893 (2) D   Common Stock 10/09/2013   C   382,443 A (5) 2,159,336 (2) D   Common Stock 10/09/2013   C   358,152 A (6) 2,517,488 (2) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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 B Preferred Stock

$ 0 (1)

10/09/2013

C

1,000,000

09/18/2002

(1)

Common Stock

1,000,000 (2)

$ 0

0

D

Series C Preferred Stock

$ 0 (3)

10/09/2013

C

401,481

10/08/2003

(3)

Common Stock

404,941 (2)

$ 0

0

D

Series D Preferred Stock

$ 0 (4)

10/09/2013

C

182,595

03/23/2005

(4)

Common Stock

187,482 (2)

$ 0

0

D

Series E Preferred Stock

$ 0 (5)

10/09/2013

C

369,575

02/13/2006

(5)

Common Stock

382,443 (2)

$ 0

0

D

Series F Preferred Stock

$ 0 (6)

10/09/2013

C

258,152

12/24/2008

(6)

Common Stock

258,152 (2)

$ 0

0

D

Series F Preferred Stock

$ 0 (6)

10/09/2013

C

100,000

01/27/2009

(6)

Common Stock

100,000 (2)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
OAK INVESTMENT PARTNERS IX L P 3890 WELLS FARGO CENTER 90 SOUTH 7TH STREET MINNEAPOLIS, MN 55402		X
OAK IX AFFILIATES FUND LP 3890 WELLS FARGO CENTER 90 SOUTH 7TH STREET MINNEAPOLIS, MN 55402		X
OAK IX AFFILIATES FUND A LP 3890 WELLS FARGO CENTER 90 SOUTH 7TH STREET MINNEAPOLIS, MN 55402		X

Signatures

/s/Gerald R. Gallagher, authorized person		10/11/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Series B 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)	Includes shares held by Oak Investment Partners IX, Limited Partnership ("Oak Investment"), Oak IX Affiliates Fund, Limited Partnership ("Oak IX Fund") and Oak IX Affiliates Fund-A, Limited Partnership ("Oak IX Fund-A"). Oak Associates IX, L.L.C., as the general partner of Oak Investment, and Oak IX Affiliates, L.L.C., as the general partner of each of Oak IX Fund and Oak IX Fund-A, may be deemed to beneficially own these shares. Each of Oak Associates IX, L.L.C. and Oak IX Affiliates, L.L.C. disclaims beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein.
(3)	The Series C Preferred Stock automatically converted into Potbelly common stock on a 1-to-1.0086 basis upon the closing of Potbelly's initial public offering and did not have an expiration date.
(4)	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.
(5)	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.
(6)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.