POTBELLY CORP — Director's Dealing 2013

Oct 3, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: SEGAL CARL AARON (SVP Operations-Spec Projects)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1375	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series F Preferred Stock	$		Common Stock (13750)		Indirect
Stock Options (right to buy)	$9.00	2014-01-01	Common Stock (10000)		Direct
Stock Options (right to buy)	$12.00	2015-01-01	Common Stock (15000)		Direct
Stock Options (right to buy)	$10.59	2017-11-15	Common Stock (50000)		Direct
Stock Options (right to buy)	$8	2018-05-14	Common Stock (20000)		Direct
Stock Options (right to buy)	$8.00	2019-08-05	Common Stock (4549)		Direct
Stock Options (right to buy)	$7.00	2020-07-01	Common Stock (4148)		Direct
Stock Options (right to buy)	$7.00	2021-01-02	Common Stock (132692)		Direct
Stock Options (right to buy)	$7.22	2021-05-10	Common Stock (26014)		Direct
Stock Options (right to buy)	$9.47	2023-03-05	Common Stock (11932)		Direct

Footnotes

F1: The Series F Preferred Stock is convertible into Potbelly Corporation ("Potbelly") common stock on a 1-to-1 basis at the option of the holder and has no expiration date. The Series F Preferred Stock will automatically covert into common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering.

F2: All stock options have vested and become exercisable upon the closing of Potbelly's initial public offering.

F3: All stock options have vested and are exercisable.