Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  GOTTSCHALK MARLA C
 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 _____ 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 41,551
D
 

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
Stock Options (right to buy)   (1) 10/19/2018 Common Stock 20,000 $ 8 D  
Stock Options (right to buy)   (1) 05/10/2021 Common Stock 19,169 $ 7.22 D  
Stock Options (right to buy)   (2) 04/09/2023 Common Stock 17,983 $ 9.47 D  
Stock Options (right to buy)   (3) 04/09/2023 Common Stock 14,462 $ 9.47 D  

Reporting Owners

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

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) All stock options have vested and become exercisable upon the closing of the initial public offering of Potbelly Corporation ("Potbelly").
(2) The stock options became vested as to 8,992 shares on April 9, 2013 and become vested as to the remaining 8,991 shares on April 9, 2014. Vested options become exercisable upon the closing of Potbelly's initial public offering.
(3) The stock options will vest in equal installments on April 9, 2014 and April 9, 2015. Vested options will become exercisable upon the closing of Potbelly's initial public offering.

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