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 *
  Boyer Joshua
 2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2015		 3. Issuer Name and Ticker or Trading Symbol
POTBELLY CORP [PBPB]
(Last)
(First)
(Middle)
222 MERCHANDISE MART PLAZA, 23RD FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Controller
 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 718
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) 10/30/2022 Common Stock 5,000 $ 9.6 D  
Stock Options (right to buy)   (2) 03/05/2023 Common Stock 397 $ 9.47 D  
Stock Options (right to buy)   (3) 08/05/2023 Common Stock 15,000 $ 10.59 D  
Stock Options (right to buy)   (4) 03/06/2024 Common Stock 1,272 $ 20.53 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Boyer Joshua
222 MERCHANDISE MART PLAZA, 23RD FLOOR
CHICAGO, IL 60654		       Controller  

Signatures

/s/Joshua Boyer 02/25/2015
**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) The stock options were vested and exercisable as to 2,000 shares as of Augsut 27, 2014 and become vested and exercisable in equal installments on August 27, 2015, August 27, 2016 and August 27, 2017.
(2) The stock options were vested and exercisable as to 79 shares as of March 5, 2014 and become vested and exercisable in equal installments on March 5, 2015, March 5, 2016, March 5, 2017 and March 5, 2018.
(3) The stock options were vested and exercisable as to 3,000 shares as of August 5, 2014 and become vested and exercisable in equal installments on August 5, 2015, August 5, 2016, August 5, 2017 and August 5, 2018.
(4) The stock options vest and become exercisable in equal installments on March 6, 2015, March 6, 2016, March 6, 2017 and March 6, 2018.

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