POTBELLY CORP — Director's Dealing 2014

Nov 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2014-11-14

Reporting Person: KEIL BRYANT L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-14	Common Stock	S	9600	$13.39	Disposed	617339	Direct
2014-11-17	Common Stock	S	13700	$12.88	Disposed	603639	Direct

Footnotes

F1: The shares of Common Stock sold by the Reporting Person and reported herein were sold at prices that ranged from $13.17 to $13.73 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent. Upon the request of the SEC staff, the Issuer or a securityholder, the Reporting Person undertakes to provide information regarding the number of shares sold at each separate price.

F2: The shares of Common Stock sold by the Reporting Person and reported herein were sold at prices that ranged from $12.65 to $13.43 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent. Upon the request of the SEC staff, the Issuer or a securityholder, the Reporting Person undertakes to provide information regarding the number of shares sold at each separate price.