SEC Filing | Potbelly Corporation

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Ewing Anne

(Last)

(First)

(Middle)

C/O POTBELLY CORPORATION

222 MERCHANDISE MART PLAZA, 23RD FL.

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2013

3. Issuer Name and Ticker or Trading Symbol
POTBELLY CORP [ PBPB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Vice President

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	⁽¹⁾	05/14/2018	Common Stock	867	8	D
Stock Options (right to buy)	⁽²⁾	08/05/2019	Common Stock	1,570	8	D
Stock Options (right to buy)	⁽³⁾	07/01/2020	Common Stock	4,220	7	D
Stock Options (right to buy)	⁽⁴⁾	05/10/2021	Common Stock	10,000	7.22	D
Stock Options (right to buy)	⁽⁵⁾	03/05/2022	Common Stock	1,807	8.16	D
Stock Options (right to buy)	⁽⁶⁾	03/05/2023	Common Stock	1,089	9.47	D
Stock Options (right to buy)	⁽⁷⁾	03/05/2023	Common Stock	20,000	9.47	D
Stock Options (right to buy)	⁽¹⁾	02/26/2017	Common Stock	25,000	10.59	D
Stock Options (right to buy)	⁽⁸⁾	10/04/2023	Common Stock	35,000	14	D

Explanation of Responses:

1. All stock options have vested and are exercisable.

2. The stock options were vested and exercisable as to 1,256 shares as of August 5, 2013 and become vested and exercisable as to the remaining 314 shares on August 5, 2014.

3. The stock options were vested and exercisable as to 3,376 shares as of January 1, 2014 and become vested and exercisable as to the remaining 844 shares on January 1, 2015.

4. The stock options were vested and exercisable as to 6,000 shares as of January 1, 2014 and become vested and exercisable as to the remaining 4,000 shares in equal installments on January 1, 2015 and January 1, 2016.

5. The stock options were vested and exercisable as to 722 shares as of March 5, 2014 and become vested and exercisable as to the remaining 1,085 shares in equal installments on March 5, 2015, March 5, 2016 and March 5, 2017.

6. The stock options were vested and exercisable as to 217 shares on March 5, 2014 and become vested and exercisable as to the remaining 872 shares in equal installments on March 5, 2015, March 5, 2016, March 5, 2017 and March 5, 2018.

7. The stock options were vested and exercisable as to 4,000 shares as of November 19, 2013 and become vested and exercisable as to the remaining 16,000 shares in equal installments on November 19, 2014, November 19, 2015, November 19, 2016 and November 19, 2017.

8. The stock options will vest and become exercisable in equal installments on October 4, 2014, October 4, 2015, October 4, 2016 and October 4, 2017.

	/s/Anne Ewing	03/05/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.