Noodles & Company
NOODLES & Co (Form: 4, Received: 05/15/2017 21:53:50)
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 *

PUBLIC SECTOR PENSION INVESTMENT BOARD
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)

1250 RENE-LEVESQUE BLVD WEST, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YYYY)

5/11/2017
(Street)

MONTREAL, A8 H3B 65E9
(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
Class A Common Stock   5/11/2017     J (1)    9615   (2) A   (3) 6754375   I   See Footnotes   (4) (5)

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

Explanation of Responses:
(1)  This grant to Francois Dufresne is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3(d) of the Exchange Act, as the Restricted Stock Units ("RSUs") were granted pursuant to a plan approved by the board of directors of Noodles & Company (the "Company").
(2)  Mr. Dufresne is legally obligated to direct the shares to Argentia Private Investments Inc. Mr. Dufresne has no direct pecuniary interest in the shares. Each RSU represents the right to receive one share of the Company's Class A common stock, and the RSUs settled in shares of the Company's Class A common stock on the date of the grant.
(3)  Not applicable.
(4)  Shares are owned directly by Argentia Private Investments Inc., which is a wholly owned subsidiary of Public Sector Pension Investment Board ("PSPIB"). PSPIB is an indirect beneficial owner of the reported securities.
(5)  Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:
Exhibit 99.1 - Joint Filer Information, filed herewith and incorporated by reference herein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PUBLIC SECTOR PENSION INVESTMENT BOARD
1250 RENE-LEVESQUE BLVD WEST
SUITE 1400
MONTREAL, A8 H3B 65E9

X

Argentia Private Investments Inc.
1250 RENE LEVESQUE BOULEVARD WEST
SUITE 1400
MONTREAL, A8 H3B 65E9

X

Dufresne Francois
C/O NOODLES & COMPANY
520 ZANG STREET, SUITE D
BROOMFIELD, CO 80021
X



Signatures
/s/ Michael Hassan, Vice-President and Divisional General Counsel 5/15/2017
** Signature of Reporting Person Date

/s/ Selin Bastin, Vice-President and Divisional General Counsel 5/15/2017
** 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).
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 control number.

EXHIBIT 99.1

Joint Filer Information

Name of Joint Filer:
Argentia Private Investments Inc.
   
Address of Joint Filer:
c/o Public Sector Pension Investment Board
 
1250 René Lévesque Boulevard West, Suite 1400
 
Montréal, Québec H3B 65E9 Canada
   
Relationship of Joint Filer to Issuer:
10% Owner
   
Issuer Name and Ticker or Trading Symbol:
Noodles & Company [NDLS]
   
Date of Earliest Transaction Required to be Reported
5/11/2017
(Month/Day/Year):
 
   
Designated Filer:
Public Sector Pension Investment Board

Dated:  May 15, 2017

Signature:

Argentia Private Investments Inc.
 
     
By:
/s/ Michaël Hassan
 
 
Name:
Michaël Hassan
 
 
Title:
Assistant-Secretary
 
       
By:
/s/ Selin Bastin
 
 
Name:
Selin Bastin
 
 
Title:
Vice-President and Divisional General Counsel
 
 

Joint Filer Information

Name of Joint Filer:
François Dufresne
   
Address of Joint Filer:
c/o Noodles & Company
520 Zang Street, Suite D
Broomfield, CO 80021
   
Relationship of Joint Filer to Issuer:
Director
   
Issuer Name and Ticker or Trading Symbol:
Noodles & Company [NDLS]
   
Date of Earliest Transaction Required to be Reported
5/11/2017
(Month/Day/Year):
 
   
Designated Filer:
Public Sector Pension Investment Board

Dated: May 15, 2017

Signature:

/s/ François Dufresne
 
Name:  François Dufresne