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POTBELLY CORP Director's Dealing 2018

May 17, 2018

32799_dirs_2018-05-16_f8e60832-ae1f-459e-8410-03246224e16f.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: 2018-05-14

Reporting Person: Johnson Alan L (President and CEO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-05-14 Non-Qualified Stock Option (right to buy) $12.8 D 200401 Disposed 2027-11-29 Common Stock (200401) Direct
2018-05-14 Non-Qualified Stock Option (right to buy) $14.08 A 200401 Acquired 2027-11-29 Common Stock (200401) Direct

Footnotes

F1: The stock options will vest in equal installments on November 29, 2018; November 29, 2019; November 29, 2020; and November 29, 2021.

F2: In a Form 4 filed on December 1, 2017, the reporting person reported that on November 29, 2017 he was granted an employee stock option covering 200,401 shares of common stock and having an exercise price of $12.80 a share (the closing market price of the stock on November 29, 2017). The reporting person and the issuer have agreed to amend the options to provide that the options will have an exercise price of $14.08 a share. The amendment is reported in this Form 4 as a cancellation of the original option and the grant of a replacement option.