POTBELLY CORP — Director's Dealing 2014

Oct 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2014-10-28

Reporting Person: MORLOCK JOHN B (Chief Operations Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-28	Common Stock	M	12000	$12	Acquired	12000	Direct
2014-10-28	Common Stock	S	12000	$13.5	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-28	Stock Options (right to buy)	$12	M	12000	Disposed	2015-01-01	Common Stock (12000)	Direct

Footnotes

F1: These shares were sold in compliance with a trading plan adopted by the reporting 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.