Washington, D.C. 20549


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 Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Head David W

(Last) (First) (Middle)
111 N. CANAL


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Exhibit List 1. Exhibit 24 - Power of Attorney
No securities are beneficially owned.
/s/ Matthew J. Revord For: David W. Head 09/03/2019
** 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.
                                                                    Exhibit 24.1

                              POTBELLY CORPORATION

                               POWER OF ATTORNEY

APPOINTMENT of Attorney-in-Fact.  Be it known to all that the undersigned, David
W. Head, hereby constitutes and appoints each of Matthew Revord and Xuehui
Zhang, signing singly, to be my true and lawful Attorney-in-Fact to:

     (1)  execute for and on my behalf, in my capacity as an officer and/or
          director of Potbelly Corporation, (the "Company"), Forms 3, 4, and 5
          (including amendments thereto) in accordance with Section 16(a) of the
          Securities Exchange Act of 1934 and the rules and regulations

     (2)  do and perform any and all acts for and on my behalf which may be
          necessary or desirable to complete and execute any such Forms 3, 4 or
          5 and timely file such forms (including amendments thereto) and
          application with the United States Securities and Exchange Commission
          and any stock exchange or similar authority; and

     (3)  take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of the General Counsel, may be of
          benefit to, in the best interest of, or legally required by me, it
          being understood that the documents executed by such attorney-in-fact
          on my behalf pursuant to this Power of Attorney shall be in such form
          and shall contain such terms and conditions as in the General
          Counsel's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact shall lawfully do
or cause to be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

The undersigned agrees that each such attorney-in-fact herein may rely entirely
on information furnished orally or in writing by the undersigned, or the
undersigned's agent to such attorney-in- fact. The undersigned also agrees to
indemnify and hold harmless the Company and each such attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omission of necessary
facts in the information provided by the undersigned or the undersigned's agent
to such attorney-in fact for purposes of executing, acknowledging, delivering or
filing Forms 3, 4 or 5 (including amendments thereto) and agrees to reimburse
the Company and such attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.

This Power of Attorney supersedes any power of attorney previously executed by
the undersigned and the authority of the attorneys-in-fact named in any prior
powers of attorney is hereby revoked.

DURATION.  This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 or 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier (a) revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of
attorney regarding the purposes outlined in the first paragraph hereof dated as
of a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 30th day of August, 2019.

                                  /s/ David W. Head
                                  David W. Head