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: KEIL BRYANT L (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	937971	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (100000)		Direct
Series F Preferred Stock	$		Common Stock (12500)		Direct
Stock Options (right to buy)	$10.59	2017-09-30	Common Stock (250000)		Direct
Stock Options (right to buy)	$9.47	2023-02-06	Common Stock (29932)		Direct
Stock Options (right to buy)	$10.59	2017-09-30	Common Stock (122271)		Direct
Stock Options (right to buy)	$10.59	2024-01-01	Common Stock (40532)		Direct

Footnotes

F1: The Series A 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 A Preferred Stock will automatically convert into common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering.

F2: The Series F Preferred Stock is convertible into 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 convert into common stock on a 1-to-1 basis upon the closing of Potbelly's initial public offering.

F3: All options have vested and become exercisable upon the closing of Potbelly's initial public offering.

F4: All options have vested and are exercisable.