SEC FORM
4
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
382 GREENWICH AVENUE |
SUITE ONE |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NOODLES & Co
[ NDLS ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 07/12/2022
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock, $0.01 par value |
07/12/2022 |
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P |
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143,221 |
A |
$4.6709
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468,143 |
D
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Class A Common Stock, $0.01 par value |
07/14/2022 |
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P |
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2,435 |
A |
$4.59
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470,578 |
D
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Class A Common Stock, $0.01 par value |
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4,699,148 |
I |
See footnote
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Class A Common Stock, $0.01 par value |
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22,386 |
I |
See footnote
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
382 GREENWICH AVENUE |
SUITE ONE |
(Street)
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1. Name and Address of Reporting Person*
382 GREENWICH AVENUE |
SUITE ONE |
(Street)
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1. Name and Address of Reporting Person*
382 GREENWICH AVENUE |
SUITE ONE |
(Street)
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1. Name and Address of Reporting Person*
382 GREENWICH AVENUE |
SUITE ONE |
(Street)
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1. Name and Address of Reporting Person*
382 GREENWICH AVENUE |
SUITE ONE |
(Street)
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Explanation of Responses: |
Remarks: |
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/s/ Eric Yanagi, Management Committee Director of sole general partner on behalf of Mill Road Capital III, L.P. |
07/14/2022 |
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/s/ Eric Yanagi, Management Committee Director on behalf of Mill Road Capital III GP LLC |
07/14/2022 |
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/s/ Eric Yanagi, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. |
07/14/2022 |
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/s/ Eric Yanagi, Management Committee Director on behalf of Mill Road Capital II GP LLC |
07/14/2022 |
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/s/ Eric Yanagi on behalf of Thomas E. Lynch by power of attorney |
07/14/2022 |
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** 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 Number. |
CONFIRMING STATEMENT
This Statement confirms that the undersigned has authorized and designated
Justin C. Jacobs and Eric Yanagi, each acting singly, to execute and file on the
undersigned's behalf all Forms 3, 4 and 5 and Schedules 13D and 13G (including
any amendments thereto) that the undersigned may be required to file with the
U.S. Securities and Exchange Commission as a result of the undersigned's
ownership of or transactions in securities of Noodles & Company, a Delaware
corporation. The authority of Justin C. Jacobs and Eric Yanagi under this
Statement shall continue until the undersigned is no longer required to file any
of Forms 3, 4 and 5 and Schedules 13D and 13G with regard to the undersigned's
ownership of or transactions in securities of Noodles & Company, unless earlier
revoked in writing. The undersigned acknowledges that Justin C. Jacobs and Eric
Yanagi are not assuming any of the undersigned's responsibilities to comply with
Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.
Dated: July 7, 2022 /s/ Thomas E. Lynch
Thomas E. Lynch