POTBELLY CORP — Director's Dealing 2016

Apr 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2016-04-13

Reporting Person: MORLOCK JOHN B (SVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-13	Common Stock	M	9604.0	$9.6	Acquired	9604	Direct
2016-04-13	Common Stock	S	9604.0	$14.0	Disposed	0	Direct
2016-04-13	Common Stock	M	396.0	$9.6	Acquired	396	Direct
2016-04-13	Common Stock	S	396.0	$14.0	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-13	Non-Qualified Stock Option (right to buy)	$9.6	M	9604.0	Disposed	2022-12-03	Common Stock (9604)	Direct
2016-04-13	Non-Qualified Stock Option (right to buy)	$9.6	M	396.0	Disposed	2022-12-03	Common Stock (396)	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 stock options vested and became exercisable prior to Potbelly Corporation's initial public offering.