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POTBELLY CORP Director's Dealing 2014

Mar 6, 2014

32799_dirs_2014-03-06_8559445a-c41f-4fb2-99d8-0a65c493f15f.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2013-10-28

Reporting Person: Ewing Anne (Senior Vice President)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 0 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (right to buy) $8 2018-05-14 Common Stock (867) Direct
Stock Options (right to buy) $8 2019-08-05 Common Stock (1570) Direct
Stock Options (right to buy) $7 2020-07-01 Common Stock (4220) Direct
Stock Options (right to buy) $7.22 2021-05-10 Common Stock (10000) Direct
Stock Options (right to buy) $8.16 2022-03-05 Common Stock (1807) Direct
Stock Options (right to buy) $9.47 2023-03-05 Common Stock (1089) Direct
Stock Options (right to buy) $9.47 2023-03-05 Common Stock (20000) Direct
Stock Options (right to buy) $10.59 2017-02-26 Common Stock (25000) Direct
Stock Options (right to buy) $14 2023-10-04 Common Stock (35000) Direct

Footnotes

F1: All stock options have vested and are exercisable.

F2: The stock options were vested and exercisable as to 1,256 shares as of August 5, 2013 and become vested and exercisable as to the remaining 314 shares on August 5, 2014.

F3: The stock options were vested and exercisable as to 3,376 shares as of January 1, 2014 and become vested and exercisable as to the remaining 844 shares on January 1, 2015.

F4: The stock options were vested and exercisable as to 6,000 shares as of January 1, 2014 and become vested and exercisable as to the remaining 4,000 shares in equal installments on January 1, 2015 and January 1, 2016.

F5: The stock options were vested and exercisable as to 722 shares as of March 5, 2014 and become vested and exercisable as to the remaining 1,085 shares in equal installments on March 5, 2015, March 5, 2016 and March 5, 2017.

F6: The stock options were vested and exercisable as to 217 shares on March 5, 2014 and become vested and exercisable as to the remaining 872 shares in equal installments on March 5, 2015, March 5, 2016, March 5, 2017 and March 5, 2018.

F7: The stock options were vested and exercisable as to 4,000 shares as of November 19, 2013 and become vested and exercisable as to the remaining 16,000 shares in equal installments on November 19, 2014, November 19, 2015, November 19, 2016 and November 19, 2017.

F8: The stock options will vest and become exercisable in equal installments on October 4, 2014, October 4, 2015, October 4, 2016 and October 4, 2017.