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POTBELLY CORP Director's Dealing 2013

Oct 3, 2013

32799_dirs_2013-10-03_52101073-57a3-4d52-95ad-3697f9f71cc1.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: GOTTSCHALK MARLA C (Director)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 41551 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (right to buy) $8 2018-10-19 Common Stock (20000) Direct
Stock Options (right to buy) $7.22 2021-05-10 Common Stock (19169) Direct
Stock Options (right to buy) $9.47 2023-04-09 Common Stock (17983) Direct
Stock Options (right to buy) $9.47 2023-04-09 Common Stock (14462) Direct

Footnotes

F1: All stock options have vested and become exercisable upon the closing of the initial public offering of Potbelly Corporation ("Potbelly").

F2: The stock options became vested as to 8,992 shares on April 9, 2013 and become vested as to the remaining 8,991 shares on April 9, 2014. Vested options become exercisable upon the closing of Potbelly's initial public offering.

F3: The stock options will vest in equal installments on April 9, 2014 and April 9, 2015. Vested options will become exercisable upon the closing of Potbelly's initial public offering.