POTBELLY CORP — Director's Dealing 2015

Nov 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2015-11-16

Reporting Person: Boyer Joshua (Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-16	Common Stock	M	6000.0	$10.59	Acquired	7558	Direct
2015-11-16	Common Stock	M	158.0	$9.47	Acquired	7716	Direct
2015-11-16	Common Stock	M	3000.0	$9.6	Acquired	10716	Direct
2015-11-16	Common Stock	S	9158.0	$11.88	Disposed	1558	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-16	Non-Qualified Stock Option (right to buy)	$9.47	M	158.0	Disposed	2023-03-05	Common Stock (158)	Direct
2015-11-16	Non-Qualified Stock Option (right to buy)	$9.6	M	3000.0	Disposed	2022-10-30	Common Stock (3000)	Direct
2015-11-16	Non-Qualified Stock Option (right to buy)	$10.59	M	6000.0	Disposed	2023-08-05	Common Stock (6000)	Direct

Footnotes

F1: The Common Stock reported herein as being sold were sold at a range of between $11.86 and $11.91 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 option vests in five equal annual installments beginning on the first anniversary of the Transaction Date.

F3: The stock options were vested and exercisable as to 2,000 shares as of August 27, 2014 and become vested and exercisable in equal installments on August 27, 2015, August 27, 2016 and August 27, 2017.

F4: The stock options were vested and exercisable as to 3,000 shares as of August 5, 2014 and become vested and exercisable in equal installments on August 5, 2015, August 5, 2016, August 5, 2017 and August 5, 2018.