POTBELLY CORP — Director's Dealing 2015

Jan 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2014-12-30

Reporting Person: MORLOCK JOHN B (Chief Operations Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-30	Common Stock	M	13000	$12	Acquired	13000	Direct
2014-12-30	Common Stock	S	13000	$12.26	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-30	Stock Options (right to buy)	$12	M	13000	Disposed	2015-01-01	Common Stock (13000)	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 $12.25 and $12.30 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.