Steven Cirulis - 01 Apr 2022 Form 4 Insider Report for POTBELLY CORP (PBPB)

Role: SVP, Chief Financial Officer
Signature: /s/ Steven Cirulis
Issuer symbol: PBPB
Transactions as of: 01 Apr 2022
Net transactions value: -$23,078
Form type: 4
Filing time: 07 Apr 2022, 18:31:07 UTC
Previous filing: 08 Oct 2021
Next filing: 15 Apr 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PBPB	Common Stock	Award	$0	+30,488	+10%	$0.000000	322,806	01 Apr 2022	Direct	F1
transaction	PBPB	Common Stock	Tax liability	$23,078	-3,460	-1.1%	$6.67	319,346	06 Apr 2022	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PBPB	Performance Stock Units	Award	$0	+30,487		$0.000000	30,487	01 Apr 2022	Common Stock	30,487		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents an award of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. These restricted stock units vest in equal installments on April 1, 2023, April 1, 2024 and April 1, 2025.
F2	Shares withheld for payment of tax liability upon vesting of the restricted stock units granted on May 18, 2020.
F3	Represents an award of performance stock units which vest based on performance versus certain metrics as described in the award agreement.