Daniels David Scott 4

4 · POTBELLY CORP · Filed Apr 8, 2025

Form 4

Period: 2024-04-05

Chief Marketing Officer

Transactions

Tax Payment
Common Stock
2025-04-07$9.05/sh−1,770$16,019→ 117,605 total
Award
Common Stock
2025-04-07+16,574→ 134,179 total
Award
Common Stock
2024-04-05+18,604→ 86,290 total
Tax Payment
Common Stock
2025-04-04$9.81/sh−11,135$109,234→ 120,885 total
Exercise/Conversion
Performance Stock Units
2025-04-04−22,865→ 0 total
→ Common Stock (22,865 underlying)
Exercise/Conversion
Common Stock
2025-04-04+45,730→ 132,020 total
Tax Payment
Common Stock
2025-04-05$8.82/sh−1,510$13,318→ 119,375 total
Award
Performance Stock Units
2025-04-07+16,574→ 16,574 total
→ Common Stock (16,574 underlying)
Award
Performance Stock Units
2024-04-05+18,604→ 18,604 total
→ Common Stock (18,604 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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