POTBELLY CORP — Director's Dealing 2018

May 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POTBELLY CORP (PBPB)
CIK: 0001195734
Period of Report: 2018-03-07

Reporting Person: REVORD MATTHEW J (SVP, GC and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-07	Common Stock	F	1565	$13.2	Disposed	12010	Direct
2018-05-11	Common Stock	M	20000	$8.0	Acquired	32010	Direct
2018-05-11	Common Stock	S	20000	$12.91	Disposed	12010	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-11	Non-Qualified Stock Option (right to buy)	$8.0	M	20000	Disposed	2018-05-14	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13775	Indirect

Footnotes

F1: Shares withheld to satisfy tax obligation applicable to the vesting of restricted stock units.

F2: 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.

F3: The Common Stock sold by the Reporting Person and reported herein were sold at a range of $12.75 to $13.00 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.

F4: All stock options have vested and become exercisable upon the closing of the initial public offering of Potbelly Corporation ("Potbelly").