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: SEGAL CARL AARON (SVP Operations-Spec Projects)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-03	Common Stock	M	4148	$7	Acquired	4148	Direct
2013-10-03	Common Stock	M	27852	$7	Acquired	32000	Direct
2013-10-03	Common Stock	M	10000	$9	Acquired	42000	Direct
2013-10-03	Common Stock	F	28760	$14	Disposed	13240	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-03	Stock Options (right to buy)	$7	M	4148	Disposed	2020-07-01	Common Stock (4148)	Direct
2013-10-03	Stock Options (right to buy)	$7	M	27852	Disposed	2021-01-02	Common Stock (27852)	Direct
2013-10-03	Stock Options (right to buy)	$9	M	10000	Disposed	2014-01-01	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1375	Indirect

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.