Noyes Adam 4

4 · POTBELLY CORP · Filed Apr 8, 2025

Form 4

Period: 2024-04-05

SVP, Chief Operating Officer

Transactions

Exercise/Conversion
Common Stock
2025-04-04+60,974→ 399,234 total
Tax Payment
Common Stock
2025-04-07$9.05/sh−3,346$30,281→ 379,343 total
Award
Common Stock
2025-04-07+22,099→ 401,442 total
Tax Payment
Common Stock
2025-04-04$9.81/sh−14,847$145,649→ 384,387 total
Award
Performance Stock Units
2025-04-07+22,099→ 22,099 total
→ Common Stock (22,099 underlying)
Award
Common Stock
2024-04-05+20,930→ 338,260 total
Award
Performance Stock Units
2024-04-05+20,930→ 20,930 total
→ Common Stock (20,930 underlying)
Exercise/Conversion
Performance Stock Units
2025-04-04−30,487→ 0 total
→ Common Stock (30,487 underlying)
Tax Payment
Common Stock
2025-04-05$8.82/sh−1,698$14,976→ 382,689 total

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 4, 2025, April 4, 2026 and April 4, 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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