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, 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 *   Avedisian Vann A 2. Date of Event Requiring Statement (Month/Day/Year) 10/03/2013 3. Issuer Name and Ticker or Trading Symbol POTBELLY CORP [PBPB] (Last) (First) (Middle) C/O POTBELLY CORPORATION, 222 MERCHANDISE MART PLAZA, 23RD FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) CHICAGO, IL 60654 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 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 330,192 I See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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 A Preferred Stock	09/19/2001	  (2)	Common Stock	500,000	$ (2)	I	by: Oxford Blackpoint Venture Partners VII, LLC (see Footnote 1)
Series B Preferred Stock	09/18/2002	  (3)	Common Stock	142,892	$ (3)	I	by: Oxford Blackpoint Venture Partners VII, LLC (see Footnote 1)
Series C Preferred Stock	10/08/2003	  (4)	Common Stock	109,270	$ (4)	I	by: Oxford Blackpoint Venture Partners VII, LLC (see Footnote 1)
Series D Preferred Stock	03/23/2005	  (5)	Common Stock	161,288	$ (5)	I	See footnote (6)
Series E Preferred Stock	02/13/2006	  (7)	Common Stock	280,879	$ (7)	I	See footnote (8)
Series F Preferred Stock	12/24/2008	  (9)	Common Stock	82,927	$ (9)	I	by: Oxford Blackpoint Venture Partners VII, LLC (see Footnote 1)
Common Stock Warrants (right to buy)	05/28/2012	  (10)	Common Stock	241,704	$ 8.16	I	by: Oxford Capital Partners, Inc. (see Footnote 1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Avedisian Vann A C/O POTBELLY CORPORATION 222 MERCHANDISE MART PLAZA, 23RD FLOOR CHICAGO, IL 60654	  X	  X	Â	Â

Signatures

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

Explanation of Responses:

*	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).
(1)	Includes shares held by Oxford Blackpoint Venture Partners VII, LLC ("Oxford Blackpoint") and Concorde Holdings IX, LLC ("Concorde"). Oxford Blackpoint is an investment fund managed by Oxford Capital Partners, Inc. ("Oxford Capital"). Mr. Avedisian is co-owner of Oxford Capital and the sole owner of Concorde. Accordingly, Mr. Avedisian may be deemed to share power to vote and dispose of shares owned directly by such entities. Mr. Avedisian disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2)	The Series A 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 A Preferred Stock will automatically convert into common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering.
(3)	The Series B Preferred Stock is convertible into Potbelly common stock on a 1-to-1 basis at the option of the holder and has no expiration date. The Series B Preferred Stock will automatically convert into common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering.
(4)	The Series C Preferred Stock is convertible into Potbelly common stock on a 1-to-1.0086 basis at the option of the holder and has no expiration date. The Series C Preferred Stock will automatically convert into common stock on a 1-to-1.0086 basis upon the closing of Potbelly's initial public offering.
(5)	The Series D Preferred Stock is convertible into Potbelly common stock on a 1-to-1.0268 basis at the option of the holder and has no expiration date. The Series D Preferred Stock will automatically convert into common stock on a 1-to-1.0268 basis upon the closing of Potbelly's initial public offering.
(6)	Includes shares held by Oxford Blackpoint and Concorde. See Footnote 1.
(7)	The Series E Preferred Stock is convertible into Potbelly common stock on a 1-to-1.0348 basis at the option of the holder and has no expiration date. The Series E Preferred Stock will automatically convert into common stock on a 1-to-1.0348 basis upon the closing of Potbelly's initial public offering.
(8)	Includes shares held by Oxford Blackpoint and Concorde. See Footnote 1.
(9)	The Series F Preferred Stock is convertible into 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 convert into common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering.
(10)	Oxford Capital Partners, Inc. may exercise the warrant at any time prior to the earliest to occur of (i) the fifth anniversary of the closing of Potbelly's initial public offering or (ii) a Liquidity Event (which term generally includes a sale of all or substantially all of Potbelly's assets or a transfer of the voting power to elect a majority of its board of directors through a sale of capital stock or the consummation of a merger or consolidation).

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