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POTBELLY CORP Director's Dealing 2013

Oct 3, 2013

32799_dirs_2013-10-03_324dfbd9-f862-480a-9de2-375b9099fded.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: LEWIS AYLWIN B (Director, CEO and President)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 164141 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Series F Preferred Stock $ Common Stock (80000) Direct
Series F Preferred Stock $ Common Stock (59895) Direct
Stock Options (right to buy) $8 2018-06-16 Common Stock (780000) Direct
Stock Options (right to buy) $7.22 2021-05-10 Common Stock (286157) Direct
Stock Options (right to buy) $10.59 2023-08-08 Common Stock (227187) 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 are exercisable.

F3: The stock options will become vested in equal installments on August 8, 2014, August 8, 2015, August 8, 2016 and August 8, 2017 and vested options will be exercisable upon the closing of Potbelly's initial public offering.