SEC Form 4 · accession 0001195734-15-000005

POTBELLY CORP · PBPB

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

Reporting owner

Director · 10% Owner

Period of report

May 8, 2015

Accepted (ET)

May 12, 2015 · 3:04 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 Stock^F1,F2	May 8, 2015	J	25,813	$0.00	D	778,003	I	See Footnote
Common Stock^F1,F3	May 8, 2015	J	864	$0.00	A	4,320	I	by AGA Trust
Common Stock^F1	May 8, 2015	J	9,286	$0.00	A	233,218	I	by VAA Trust
Common Stock	holding	—	—		—	2,558	D
Common Stock	holding	—	—		—	464	I	by Daughter
Common Stock	holding	—	—		—	464	I	by Son

No Table II lines on this filing.

F1On May 8, 2015, Concorde Holdings IX, LLC ("Concorde") distributed 25,813 of the shares held by its members without the payment of any consideration, including to various trusts controlled by the reporting person as reflected on this Form 4.
F2Includes 700,569 shares held by Oxford Blackpoint Venture Partners VII, LLC ("Oxford Blackpoint") and 77,434 shares held by 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.