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: TALBOT CHARLES C (SVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-09	Common Stock	C	9375	—	Acquired	10312	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-09	Series F Preferred Stock	$0	C	9375	Disposed		Common Stock (9375)	Direct
2013-10-09	Stock Options (right to buy)	$14	A	100000	Acquired	2023-10-04	Common Stock (100000)	Direct

Footnotes

F1: The Series F 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: Option award pursuant to the Potbelly Corporation 2013 Long-Term Incentive Plan.

F3: The stock options will vest and become exercisable as follows: 25% on October 4, 2014, 25% on October 4, 2015, 25% on October 4, 2016, and 25% on the October 4, 2017.