Noodles & Company
NOODLES & Co (Form: 4, Received: 02/09/2017 17:03:14)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Catterton-Noodles, LLC
2. Issuer Name and Ticker or Trading Symbol

NOODLES & Co [ NDLS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

599 WEST PUTNAM AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/9/2017
(Street)

GREENWICH, CT 06830
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock     (1) 2/9/2017     P   (2)    18500       2/9/2017     (3) Class A Common Stock   4252873   $1000   4252873   I   (4) Catterton-Noodles, LLC  
Warrants to Purchase Class A Common Stock   $4.35   2/9/2017     P   (2)    1913792       8/9/2017   2/9/2022   Class A Common Stock   1913792   $0   1913792   I   (4) Catterton-Noodles, LLC  

Explanation of Responses:
( 1)  Each share of Series A Convertible Preferred Stock is convertible at any time at a conversion price of $4.35, or approximately 229.8850 shares of Class A Common Stock per share of Series A Convertible Preferred Stock.
( 2)  On February 8, 2017, Noodles & Company and Catterton-Noodles, LLC ("Catterton Noodles") entered into a Securities Purchase Agreement, pursuant to which Catterton Noodles acquired the securities reported on this Form 4.
( 3)  The shares of Series A Convertible Preferred Stock have no expiration date.
( 4)  The securities reported on this Form 4 are held of record by Catterton Noodles. CP Management 6, L.L.C. ("CP6") is the manager of Catterton Noodles. The management of CP6 is controlled by a managing board. J. Michael Chu and Scott A. Dahnke are the members of the management board of CP6.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Catterton-Noodles, LLC
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830

X

Dahnke Scott Arnold
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830
X X

Chu James Michael
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830

X

CP6 Management, L.L.C.
599 WEST PUTNAM AVENUE
GREENWICH, CT 06830

X


Signatures
/s/ J. Michael Chu 2/9/2017
** Signature of Reporting Person Date

/s/ Scott A. Dahnke 2/9/2017
** Signature of Reporting Person Date

/s/ Scott A. Dahnke (Authorized Person for CP6 Management, L.L.C.) 2/9/2017
** Signature of Reporting Person Date

/s/ Scott A. Dahnke (Authorized Person for Catterton-Noodles, LLC) 2/9/2017
** 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 4(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).
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