POTBELLY CORP — Director's Dealing 2015

Mar 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2015-03-05

Reporting Person: REVORD MATTHEW J (Chief Legal Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-05	Stock Options (right to buy)	$12.98	A	75000	Acquired	2025-03-05	Common Stock (75000)	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 5, 2016, 25% on March 5, 2017, 25% on March 5, 2018, and 25% on March 5, 2019.