POTBELLY CORP — Director's Dealing 2016

Mar 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2016-03-04

Reporting Person: TURK NANCY F (SVP HR & Corp. Comm.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-04	Non-Qualified Stock Option (right to buy)	$13.73	A	21109.0	Acquired	2026-03-04	Common Stock (21109)	Direct

Footnotes

F1: Option award pursuant to the Potbelly Corporation 2013 Long-Term Incentive Plan.

F2: The option vests in four equal annual installments beginning on the first anniversary of the Transaction Date.

F3: Since the date of the reporting person's last ownership report, she transferred 15,582 shares of Potbelly Corporation common stock and an employee stock option to purchase 72,804 shares of Potbelly Corporation common stock pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any of these transferred securities.