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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ewing Anne
 2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2013		 3. Issuer Name and Ticker or Trading Symbol
POTBELLY CORP [PBPB]
(Last)
(First)
(Middle)
C/O POTBELLY CORPORATION, 222 MERCHANDISE MART PLAZA, 23RD FL.		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
 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 0
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

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) 05/14/2018 Common Stock 867 $ 8 D  
Stock Options (right to buy)   (2) 08/05/2019 Common Stock 1,570 $ 8 D  
Stock Options (right to buy)   (3) 07/01/2020 Common Stock 4,220 $ 7 D  
Stock Options (right to buy)   (4) 05/10/2021 Common Stock 10,000 $ 7.22 D  
Stock Options (right to buy)   (5) 03/05/2022 Common Stock 1,807 $ 8.16 D  
Stock Options (right to buy)   (6) 03/05/2023 Common Stock 1,089 $ 9.47 D  
Stock Options (right to buy)   (7) 03/05/2023 Common Stock 20,000 $ 9.47 D  
Stock Options (right to buy)   (1) 02/26/2017 Common Stock 25,000 $ 10.59 D  
Stock Options (right to buy)   (8) 10/04/2023 Common Stock 35,000 $ 14 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ewing Anne
C/O POTBELLY CORPORATION
222 MERCHANDISE MART PLAZA, 23RD FL.
CHICAGO, IL 60654		       Senior Vice President  

Signatures

/s/Anne Ewing 03/05/2014
**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 are exercisable.
(2) The stock options were vested and exercisable as to 1,256 shares as of August 5, 2013 and become vested and exercisable as to the remaining 314 shares on August 5, 2014.
(3) The stock options were vested and exercisable as to 3,376 shares as of January 1, 2014 and become vested and exercisable as to the remaining 844 shares on January 1, 2015.
(4) The stock options were vested and exercisable as to 6,000 shares as of January 1, 2014 and become vested and exercisable as to the remaining 4,000 shares in equal installments on January 1, 2015 and January 1, 2016.
(5) The stock options were vested and exercisable as to 722 shares as of March 5, 2014 and become vested and exercisable as to the remaining 1,085 shares in equal installments on March 5, 2015, March 5, 2016 and March 5, 2017.
(6) The stock options were vested and exercisable as to 217 shares on March 5, 2014 and become vested and exercisable as to the remaining 872 shares in equal installments on March 5, 2015, March 5, 2016, March 5, 2017 and March 5, 2018.
(7) The stock options were vested and exercisable as to 4,000 shares as of November 19, 2013 and become vested and exercisable as to the remaining 16,000 shares in equal installments on November 19, 2014, November 19, 2015, November 19, 2016 and November 19, 2017.
(8) The stock options will vest and become exercisable in equal installments on October 4, 2014, October 4, 2015, October 4, 2016 and October 4, 2017.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.