POTBELLY CORP — Director's Dealing 2016

May 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2016-02-22

Reporting Person: BASSI PETER A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-22	Common Stock	J	141.0	$0.0	Acquired	7716	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10637	Direct

Footnotes

F1: Pro rata distribution from Maveron III Entrepreneurs' Fund LP, of which the reporting person is a non-managing limited partner.

F2: The common stock is a restricted stock unit which represents a right to receive one share of common stock for each restricted stock unit. Restricted stock units vest 50% on the first anniversary of the transaction date and 50% on the second anniversary of the transaction date.