Adiya Dixon - 30 Apr 2024 Form 4 Insider Report for POTBELLY CORP (PBPB)

Role: SVP, CLO and Secretary
Signature: /s/ Adiya Dixon
Issuer symbol: PBPB
Transactions as of: 30 Apr 2024
Net transactions value: -$149,256
Form type: 4
Filing time: 02 May 2024, 19:55:05 UTC
Previous filing: 29 Apr 2024
Next filing: 03 Apr 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PBPB	Common Stock	Options Exercise	$0	+50,420	+82%	$0.000000	111,873	30 Apr 2024	Direct
transaction	PBPB	Common Stock	Tax liability	$149,256	-14,041	-13%	$10.63	97,832	30 Apr 2024	Direct	F1

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	Options Exercise	$0	-25,210	-100%	$0.000000^*	0	30 Apr 2024	Common Stock	25,210		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Shares withheld for payment of tax liability upon vesting of the performance stock units granted on April 26, 2021.
F2	Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock. The performance stock units vest based on performance versus certain metrics as described in the award agreement. The performance stock units vested at 200% of the target award amount and were settled in shares of the Issuer's common stock pursuant to the terms of the award agreement.