POTBELLY CORP — Director's Dealing 2016

Aug 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2016-08-10

Reporting Person: REVORD MATTHEW J (SVP, GC and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-10	Common Stock	M	20000.0	$8.0	Acquired	20000	Direct
2016-08-10	Common Stock	S	20000.0	$12.85	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-10	Non-Qualified Stock Option (right to buy)	$8.0	M	20000.0	Disposed	2017-01-08	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13775	Indirect

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 sold by the Reporting Person and reported herein were sold at a range of $12.75 to $13.16 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.