FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/27/2013 |
3. Issuer Name and Ticker or Trading Symbol
NOODLES & Co [ NDLS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. 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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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock(1) | 4,093,360 | I | See footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | (2) | (2) | Class A Common Stock | 6,292,640 | (2) | I | See footnote(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. These shares are owned directly by Argentia Private Investments Inc., which is a wholly owned subsidiary of the Public Sector Pension Investment Board. Public Sector Pension Investment Board is an indirect beneficial owner of the reported securities. |
2. The Class B Common Stock has no expiration date, and is convertible at any time, at the election of the holder, on a share-for-share basis into Class A Common Stock. |
Remarks: |
Exhibit 99.1 - Joint Filer Information, filed herewith and incorporated by reference herein. |
/s/ - Derek Murphy, Senior Vice President, Private Equity | 06/27/2013 | |
/s/ Frederic Despars, Vice President and Divisional General Counsel | 06/27/2013 | |
** 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 5 (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. |
Name of Joint Filer:
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Argentia Private Investments Inc.
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Address of Joint Filer:
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C/O Public Sector Pension Investment Board
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1250 René Lévesque Boulevard West, Suite 900
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Montréal, Québec H3B 4W8
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Noodles & Company [NDLS]
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Date of Event Requiring Statement
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06/27/2013
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(Month/Day/Year):
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Designated Filer:
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Public Sector Pension Investment Board
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By:
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/s/ Derek Murphy | |||
Name:
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Derek Murphy | |||
Title:
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Vice-President |
By:
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/s/ Frédéric Despar | |||
Name:
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Frédéric Despar | |||
Title:
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Vice-President |