Steven Cirulis - 05 Apr 2024 Form 4 Insider Report for POTBELLY CORP (PBPB)

Role: SVP, Chief Financial Officer
Signature: /s/ Steven Cirulis
Issuer symbol: PBPB
Transactions as of: 05 Apr 2024
Net transactions value: -$222,751
Form type: 4
Filing time: 08 Apr 2025, 18:10:43 UTC
Previous filing: 03 Apr 2024
Next filing: 08 Apr 2024
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	+20,930	+6.2%	$0.000000	357,562	05 Apr 2024	Direct	F1, F2
transaction	PBPB	Common Stock	Options Exercise	$0	+60,974	+17%	$0.000000	418,536	04 Apr 2025	Direct
transaction	PBPB	Common Stock	Tax liability	$175,256	-17,865	-4.3%	$9.81	400,671	04 Apr 2025	Direct	F3
transaction	PBPB	Common Stock	Tax liability	$18,028	-2,044	-0.51%	$8.82	398,627	05 Apr 2025	Direct	F4
transaction	PBPB	Common Stock	Tax liability	$29,467	-3,256	-0.82%	$9.05	395,371	07 Apr 2025	Direct	F5
transaction	PBPB	Common Stock	Award	$0	+22,099	+5.6%	$0.000000	417,470	07 Apr 2025	Direct	F6

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	+20,930		$0.000000	20,930	05 Apr 2024	Common Stock	20,930		Direct	F1, F7
transaction	PBPB	Performance Stock Units	Options Exercise		-30,487	-100%		0	04 Apr 2025	Common Stock	30,487		Direct	F7, F8
transaction	PBPB	Performance Stock Units	Award	$0	+22,099		$0.000000	22,099	07 Apr 2025	Common Stock	22,099		Direct	F7

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units and performance stock units granted to the Reporting Person on April 5, 2024 which were inadvertently not reported when granted.
F2	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 5, 2025, April 5, 2026 and April 5, 2027.
F3	Shares withheld for payment of tax liability upon vesting of the performance stock units granted on April 1, 2022.
F4	Shares withheld for payment of tax liability upon vesting of the restricted stock units granted on April 5, 2024.
F5	Shares withheld for payment of tax liability upon vesting of the restricted stock units granted on April 7, 2023.
F6	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 7, 2026, April 7, 2027 and April 7, 2028.
F7	Represents an award of performance stock units which vest based on performance versus certain metrics as described in the award agreement. Each performance stock unit represents a contingent right to receive one share of the Issuer's common stock
F8	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.