POTBELLY CORP — Director's Dealing 2014

Nov 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2014-11-05

Reporting Person: REVORD MATTHEW J (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-05	Common Stock	M	5000	$8	Acquired	5000	Direct
2014-11-05	Common Stock	S	5000	$14	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-05	Stock Options (right to buy)	$8	M	5000	Disposed	2019-01-22	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13755	Indirect

Footnotes

F1: These shares were sold in compliance with a trading plan adopted by the reporrting person pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

F2: The stock options vested and became exercisable prior to Potbelly Corporation's initial public offering.