POTBELLY CORP — Director's Dealing 2013

Oct 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2013-10-09

Reporting Person: KEIL SHEILA (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-09	Common Stock	C	100000	—	Acquired	1037971	Direct
2013-10-09	Common Stock	C	12500	—	Acquired	1050471	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-09	Series A Preferred Stock	$	C	100000	Disposed		Common Stock (100000)	Direct
2013-10-09	Series F Preferred Stock	$	C	12500	Disposed		Common Stock (12500)	Direct

Footnotes

F1: 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.

F2: 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.