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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | $ 0 (1) | 10/09/2013 | C | 500,000 | 09/19/2001 | (1) | Common Stock | 500,000 | $ 0 | 0 | I | by: Oxford Blackpoint Venture Partners VII, LLC (see Footnote 2) | |||
| Series B Preferred Stock | $ 0 (3) | 10/09/2013 | C | 142,892 | 09/18/2002 | (3) | Common Stock | 142,892 | $ 0 | 0 | I | by: Oxford Blackpoint Venture Partners VII, LLC (see Footnote 2) | |||
| Series C Preferred Stock | $ 0 (4) | 10/09/2013 | C | 108,336 | 10/08/2003 | (4) | Common Stock | 109,270 | $ 0 | 0 | I | by: Oxford Blackpoint Venture Partners VII, LLC (see Footnote 2) | |||
| Series D Preferred Stock | $ 0 (5) | 10/09/2013 | C | 157,083 | 03/23/2005 | (5) | Common Stock | 161,288 | $ 0 | 0 | I | See footnote (6) | |||
| Series E Preferred Stock | $ 0 (7) | 10/09/2013 | C | 271,429 | 02/13/2006 | (7) | Common Stock | 280,879 | $ 0 | 0 | I | See footnote (6) | |||
| Series F Preferred Stock | $ 0 (8) | 10/09/2013 | C | 82,927 | 12/24/2008 | (8) | Common Stock | 82,927 | $ 0 | 0 | I | y: Oxford Blackpoint Venture Partners VII, LLC (see Footnote 2) | |||
| 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 | ||
| /s/Matthew J. Revord, Attorney-in-fact | 10/11/2013 | |
| **Signature of Reporting Person | Date |
| * | 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 A 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 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. |
| (3) | The Series B 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. |
| (4) | 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. |
| (5) | 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. |
| (6) | Includes shares held by Oxford Blackpoint and Concorde. See Footnote 2. |
| (7) | 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. |
| (8) | 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. |