POTBELLY CORP — Director's Dealing 2014

Mar 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2014-03-06

Reporting Person: MORLOCK JOHN B (Chief Operations Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-06	Stock Options (right to buy)	$20.53	A	19159	Acquired	2024-03-06	Common Stock (19159)	Direct

Footnotes

F1: Option award pursuant to the Potbelly Corporation 2013 Long-Term Incentive Plan.

F2: The stock options will vest and become exercisable as follows: 25% on March 6, 2015, 25% on March 6, 2016, 25% on March 6, 2017, and 25% on March 6, 2018.