POTBELLY CORP — Director's Dealing 2014

May 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2014-05-09

Reporting Person: MORLOCK JOHN B (Chief Operations Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-09	Common Stock	M	40000	$7.22	Acquired	40000	Direct
2014-05-09	Common Stock	S	40000	$15.92	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-09	Stock Options (right to buy)	$7.22	M	40000	Disposed	2021-05-10	Common Stock (40000)	Direct

Footnotes

F1: The Common Stock sold by the Reporting Person and reported herein were sold at a range of $15.76 to $16.04 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.

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