Potbelly Corporation

04/08/2025 | Press release | Distributed by Public on 04/08/2025 16:10

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Noyes Adam
2. Issuer Name and Ticker or Trading Symbol
POTBELLY CORP [PBPB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Chief Operating Officer
(Last) (First) (Middle)
111 N. CANAL, SUITE 325 		3. Date of Earliest Transaction (Month/Day/Year)
04/05/2024
(Street)
CHICAGO, IL 60606 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/05/2024(1) A(2) 20,930 A $ 0 338,260 D
Common Stock 04/04/2025 M 60,974 A $ 0 399,234 D
Common Stock 04/04/2025 F 14,847(3) D $9.81 384,387 D
Common Stock 04/05/2025 F 1,698(4) D $8.82 382,689 D
Common Stock 04/07/2025 F 3,346(5) D $9.05 379,343 D
Common Stock 04/07/2025 A(6) 22,099 A $ 0 401,442 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units (7) 04/05/2024(1) A 20,930 (7) (7) Common Stock 20,930 $ 0 20,930 D
Performance Stock Units (7) 04/04/2025 M 30,487 (8) (8) Common Stock 30,487 (8) 0 D
Performance Stock Units (7) 04/07/2025 A 22,099 (7) (7) Common Stock 22,099 $ 0 22,099 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Noyes Adam
111 N. CANAL
SUITE 325
CHICAGO, IL 60606 		SVP, Chief Operating Officer

Signatures

/s/ Adam Noyes 04/08/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents restricted stock units and performance stock units granted to the Reporting Person on April 5, 2024 which were inadvertently not reported when granted.
(2) 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 4, 2025, April 4, 2026 and April 4, 2027.
(3) Shares withheld for payment of tax liability upon vesting of the performance stock units granted on April 1, 2022.
(4) Shares withheld for payment of tax liability upon vesting of the restricted stock units granted on April 5, 2024.
(5) Shares withheld for payment of tax liability upon vesting of the restricted stock units granted on April 7, 2023.
(6) 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.
(7) 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.
(8) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.