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POTBELLY CORP Director's Dealing 2017

May 16, 2017

32799_dirs_2017-05-15_16e6ec04-914d-4bfc-a88d-a91c3e413784.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2017-05-11

Reporting Person: Ostrowski Sherry (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-11 Common Stock A 7500 $0.0 Acquired 7500 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-11 Non-Qualified Stock Option (right to buy) $11.05 A 18844 Acquired 2027-05-11 Common Stock (18844) Direct

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 in three equal installments on March 7, 2018; March 7, 2019; and March 7, 2020.

F2: Restricted stock unit award pursuant to the Potbelly Corporation 2013 Long-Term Incentive Plan.

F3: Option award pursuant to the Potbelly Corporation 2013 Long-Term Incentive Plan.

F4: The stock options will vest in equal installments on March 7, 2018; March 7, 2019; March 7, 2020; and March 7, 2021.