SEC Form 4 · accession 0001181431-15-003421

POTBELLY CORP · PBPB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Feb 25, 2015

Accepted (ET)

Feb 26, 2015 · 12:10 pm EST

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 Stock^F1,F2	Feb 25, 2015	J	175,095	$0.00	D	803,816	I	See Footnote
Common Stock^F1	Feb 25, 2015	J	54,197	$0.00	A	223,932	I	by: Vann A. Avedisian Trust
Common Stock^F1	Feb 25, 2015	J	116	$0.00	A	464	I	by: Daughter
Common Stock^F1	Feb 25, 2015	J	116	$0.00	A	464	I	by: Son
Common Stock	holding	—	—		—	2,558	D
Common Stock^F3	holding	—	—		—	3,456	I	Armen G. Avedisian Trust

No Table II lines on this filing.

F1On February 25, 2015, Oxford BlackPoint Venture Partners VII, LLC ("Oxford BlackPoint") distributed 175,095 of the shares held by it to its members without the payment of any consideration, including to minor children of and a trust controlled by the reporting person as reflected on this Form 4.
F2Includes 700,569 shares held by Oxford Blackpoint and 103,247 shares held by 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 co-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.
F3Mr. Avedisian is the trusteee of the Armen G. Avedisian Trust ( the "AGA Trust"). Accordingly, Mr. Avedisian may be deemed to have the power to vote and dispose of shares owned directly by the AGA Trust. Mr. Avedisian disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.