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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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*
PUBLIC SECTOR PENSION INVESTMENT BOARD

(Last) (First) (Middle)
1250 RENE-LEVESQUE BLVD WEST
SUITE 900

(Street)
MONTREAL A8 H3B 4W8

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
06/27/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 06/27/2013 J(1) 2,720 A $18 2,720 D(1)(3)
Class A Common Stock 06/27/2013 J(1) 2,720 D $33.5328 0 D(1)(3)
Class A Common Stock 4,093,360 I See footnotes(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
PUBLIC SECTOR PENSION INVESTMENT BOARD

(Last) (First) (Middle)
1250 RENE-LEVESQUE BLVD WEST
SUITE 900

(Street)
MONTREAL A8 H3B 4W8

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Argentia Private Investments Inc.

(Last) (First) (Middle)
C/O PUBLIC SECTOR PENSION INVESTMENT BD.
1250 RENE LEVESQUE BLVD. WEST, SUITE 900

(Street)
MONTREAL A8 H3B 4W8

(City) (State) (Zip)
Explanation of Responses:
1. These transactions were made by an external investment manager unaffiliated with Public Sector Pension Investment Board ("PSPIB"). PSPIB had no investment control over such transactions.
2. Shares are owned directly by Argentia Private Investments Inc., which is a wholly owned subsidiary of PSPIB. PSPIB is an indirect beneficial owner of the reported securities.
3. 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.
/s/ Derek Murphy, Senior Vice President, Private Equity 12/12/2013
/s/ Marc Lacourciere, Senior Vice-President and Chief Legal Officer 12/12/2013
** 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 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.
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mm06-2713pspi_ndls4e991.htm

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 900
 
Montréal, Québec H3B 4W8 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
6/27/2013
(Month/Day/Year):
 
   
Designated Filer:
Public Sector Pension Investment Board
 

Dated:  December 12, 2013


Signature:
 
Argentia Private Investments Inc.



By:
    /s/ Marc Lacourciere    
 
  Name:
Marc Lacourciere    
 
  Title:
Vice-President     
 
By:
  /s/ Derek Murphy    
 
  Name:
Derek Murphy     
 
  Title:
Vice-President