POTBELLY CORP — Director's Dealing 2016

May 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2016-05-12

Reporting Person: Warschausky Carl (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-12	Common Stock	A	8289.0	$0.0	Acquired	11094	Direct
2016-05-12	Common Stock	A	753.0	$0.0	Acquired	11847	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4200	Indirect

Footnotes

F1: 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.