Douglas Jeffrey 4

4 · POTBELLY CORP · Filed Apr 8, 2025

Form 4

Period: 2024-04-05

SVP, Chief Information Officer

Transactions

Tax Payment
Common Stock
2025-04-05$8.82/sh−1,135$10,011→ 191,200 total
Award
Common Stock
2024-04-05+11,627→ 165,392 total
Exercise/Conversion
Common Stock
2025-04-04+38,108→ 203,500 total
Award
Performance Stock Units
2025-04-07+13,812→ 13,812 total
→ Common Stock (13,812 underlying)
Tax Payment
Common Stock
2025-04-07$9.05/sh−1,522$13,774→ 189,678 total
Exercise/Conversion
Performance Stock Units
2025-04-04−19,054→ 0 total
→ Common Stock (19,054 underlying)
Tax Payment
Common Stock
2025-04-04$9.81/sh−11,165$109,529→ 192,335 total
Award
Common Stock
2025-04-07+13,812→ 203,490 total
Award
Performance Stock Units
2024-04-05+11,627→ 11,627 total
→ Common Stock (11,627 underlying)

Footnotes (8)

[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.

Documents

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