POTBELLY CORP — Director's Dealing 2015

Jun 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2015-06-15

Reporting Person: MORLOCK JOHN B (SVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-15	Common Stock	M	15000.0	$9.6	Acquired	15000	Direct
2015-06-15	Common Stock	S	15000.0	$13.87	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-15	Non-Qualified Stock Option (right to buy)	$9.6	M	15000.0	Disposed	2022-12-03	Common Stock (15000)	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 Common Stock reported herein as being sold were sold at a range of between $13.72 and $13.98 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.

F3: The stock options vested and became exercisable prior to Potbelly Corporation's initial public offering.