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POTBELLY CORP Director's Dealing 2015

May 11, 2015

32799_dirs_2015-05-11_cb52f4ec-0dde-47d3-9afb-11b37aa9878b.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: 2015-05-01

Reporting Person: Younglove-Webb Julie (SVP, Operations)

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Option (right to buy) $7.0 2020-07-01 Common Stock (3709) Direct
Non-Qualified Stock Option (right to buy) $7.22 2021-05-10 Common Stock (10000) Direct
Non-Qualified Stock Option (right to buy) $8.0 2019-01-07 Common Stock (20000) Direct
Non-Qualified Stock Option (right to buy) $8.16 2022-03-05 Common Stock (20000) Direct
Non-Qualified Stock Option (right to buy) $9.47 2023-03-05 Common Stock (20000) Direct
Non-Qualified Stock Option (right to buy) $14.0 2023-10-04 Common Stock (25000) Direct
Non-Qualified Stock Option (right to buy) $20.53 2024-03-06 Common Stock (7185) Direct

Footnotes

F1: All stock options have vested and are exercisable.

F2: The stock options were vested and exercisable as to 8,000 shares as of January 1, 2015 and become fully vested and exercisable on January 1, 2016.

F3: The stock options were vested and exercisable as to 12,000 shares as of March 5, 2015 and become vested and exercisable in equal installments on March 5, 2016 and March 5, 2017.

F4: The stock options were vested and exercisable as to 8,000 shares as of March 5, 2015 and become vested and exercisable in equal installments on March 5, 2016, March 5, 2017 and March 5, 2018.

F5: The stock options were vested and exercisable as to 6,250 shares as of October 4, 2014 and become vested and exercisable in equal installments on October 4, 2015, October 4, 2016 and October 4, 2017.

F6: The stock options were vested and exercisable as to 1,796 shares as of March 6, 2015 and become vested and exercisable in equal installments on March 6, 2016, March 6, 2017, and March 6, 2018.