SEC Form 4 · accession 0001144204-15-055054
POTBELLY CORP · PBPB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dan Levitan
Director
Period of report
Sep 11, 2015
Accepted (ET)
Sep 15, 2015 · 4:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001195734
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Sep 11, 2015 | J | 1,000,000 | $0.00 | D | 1,063,880 | I | See note 2 |
| Common StockF4 | Sep 11, 2015 | J | 6,809 | $0.00 | A | 6,809 | I | See note 4 |
| Common Stock | Sep 11, 2015 | J | 6,809 | $0.00 | D | 0 | I | See note 4 |
| Common StockF7 | Sep 11, 2015 | J | 2,423 | $0.00 | A | 2,423 | I | See note 7 |
| Common Stock | Sep 11, 2015 | J | 2,423 | $0.00 | D | 0 | I | See note 7 |
| Common StockF10 | Sep 11, 2015 | J | 8,712 | $0.00 | A | 11,541 | I | See note 10 |
| Common StockF10 | Sep 11, 2015 | J | 8,592 | $0.00 | D | 2,949 | I | See note 10 |
| Common StockF13 | Sep 11, 2015 | J | 2,306 | $0.00 | A | 61,982 | D | |
| Common StockF13 | Sep 11, 2015 | J | 537 | $0.00 | A | 62,519 | D | |
| Common StockF13 | Sep 11, 2015 | J | 15,092 | $0.00 | A | 77,611 | D | |
| Common StockF13 | Sep 11, 2015 | J | 5,060 | $0.00 | A | 82,671 | D | |
| Common StockF13 | Sep 11, 2015 | J | 2,902 | $0.00 | A | 85,573 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Maveron 2000, Maveron 2000-B, MEP 2000, MEP III, Maveron-Entrepreneurs' and MEP-Associates made pro rata distributions for no consideration of 1,000,000 shares of common stock of the issuer to their partners on September 11, 2015 (the ""Distribution"").
- F10Shares are owned directly by Maveron LLC.
- F11Maveron LLC made pro rata distributions for no consideration of 8,592 shares of common stock of the issuer to its members on September 11, 2015 (the ""Maveron LLC Distribution"").
- F12Shares acquired by the Reporting Person in connection with the Maveron GP Distribution.
- F13Includes 1,403 shares of common stock that is a restricted stock unit which represents a right to receive one share of common stock for each restricted stock unit. Restricted stock units vest 50% on the first anniversary of their grant date and 50% on the second anniversary of their grant date.
- F14Shares acquired by the Reporting Person in connection with the Maveron GP III Distribution.
- F15Shares acquired by the Reporting Person in connection with the Distribution of such shares to the members of MEP 2000.
- F16Shares acquired by the Reporting Person in connection with the Distribution of such shares to the partners of Maveron-Associates.
- F17Shares acquired by the Reporting Person in connection with the Maveron LLC Distribution.
- F2Includes shares held by Maveron Equity Partners 2000, L.P. (""Maveron 2000""), Maveron Equity Partners 2000-B, L.P. (""Maveron 2000-B""), MEP 2000 Associates LLC (""MEP 2000""), Maveron Equity Partners III, L.P. (""MEP III""), Maveron III Entrepreneurs' Fund, L.P. (""Maveron-Entrepreneurs'""), MEP Associates III, L.P. (""Maveron-Associates"") and Maveron LLC. Maveron General Partner 2000 LLC (""Maveron GP""), as the general partner of each of Maveron 2000 and Maveron 2000-B, may be deemed to beneficially own certain of these shares. Maveron LLC, as the manager of MEP 2000, may be deemed to beneficially own certain of these shares. Maveron General Partner III LLC (""Maveron GP III""), as the general partner of each of MEP III, Maveron-Entrepreneurs' and Maveron-Associates, may be deemed to beneficially own certain of these shares. Mr. Levitan is a managing member of Maveron GP, Maveron GP III and Maveron LLC.
- F3Shares acquired by Maveron GP in connection with the Distribution of such shares to the partners of Maveron 2000 and Maveron 2000-B.
- F4Shares are owned directly by Maveron GP.
- F5Maveron GP made pro rata distributions for no consideration of 6,809 shares of common stock of the issuer to its members on September 11, 2015 (the ""Maveron GP Distribution"").
- F6Shares acquired by Maveron GP III in connection with the Distribution of such shares to the partners of MEP III, Maveron-Entrepreneurs' and Maveron-Associates.
- F7Shares are owned directly by Maveron GP III.
- F8Maveron GP III made pro rata distributions for no consideration of 2,423 shares of common stock of the issuer to its members on September 11, 2015 (the ""Maveron GP III Distribution"").
- F9Shares acquired by Maveron LLC in connection with the Distribution of such shares to the partners of MEP 2000 and Maveron-Associates.
Remarks
Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting persons' pecuniary interest in such securities.