POTBELLY CORP — Director's Dealing 2013

Oct 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2013-10-03

Reporting Person: MORLOCK JOHN B (SVP - Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-03	Common Stock	M	20000	$9	Acquired	20000	Direct
2013-10-03	Common Stock	M	10000	$7	Acquired	30000	Direct
2013-10-03	Common Stock	M	10000	$7.22	Acquired	40000	Direct
2013-10-03	Common Stock	F	28509	$14	Disposed	11491	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-03	Stock Options (right to buy)	$9	M	20000	Disposed	2014-01-01	Common Stock (20000)	Direct
2013-10-03	Stock Options (right to buy)	$7	M	10000	Disposed	2020-07-01	Common Stock (10000)	Direct
2013-10-03	Stock Options (right to buy)	$7.22	M	10000	Disposed	2021-05-10	Common Stock (10000)	Direct

Footnotes

F1: All stock options have vested and all stock options became exercisable prior to Potbelly Corporation's initial public offering pursuant to an action by its Board of Directors.