POTBELLY CORP — Director's Dealing 2015

Jan 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2015-01-08

Reporting Person: KEIL BRYANT L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-08	Common Stock	S	35370	$14.05	Disposed	535899	Direct
2015-01-09	Common Stock	S	14630	$14.02	Disposed	521269	Direct

Footnotes

F1: These shares were sold in compliance with a trading plan previously adopted by the reporting person pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

F2: The shares of Common Stock sold by the Reporting Person and reported herein were sold at prices that ranged from $13.93 to $14.21 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. Upon the request of the SEC staff, the Issuer or a securityholder, the Reporting Person undertakes to provide information regarding the number of shares sold at each separate price.

F3: The shares of Common Stock sold by the Reporting Person and reported herein were sold at prices that ranged from $13.89 to $14.18 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. Upon the request of the SEC staff, the Issuer or a securityholder, the Reporting Person undertakes to provide information regarding the number of shares sold at each separate price.