POTBELLY CORP — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2017-02-17

Reporting Person: Ewing Anne (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Stock	M	25000	$10.59	Acquired	25000	Direct
2017-02-17	Common Stock	S	25000	$13.56	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Non-Qualified Stock Option (right to buy)	$10.59	M	25000	Disposed	2017-02-26	Common Stock (25000)	Direct

Footnotes

F1: The Common Stock sold by the Reporting Person and reported herein were sold at a range of $13.50 to $13.90 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent.

F2: The stock options vested and became exercisable prior to Potbelly Corporation's initial public offering.