UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
NOODLES & COMPANY
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
65540B105
(CUSIP Number)
October 3, 2017
(Date Of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 65540B105 | 13G |
| 1 |
NAME OF REPORTING PERSON:
Timothy M. Riley
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o (b) o
|
| 3 |
SEC USE ONLY:
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER: 3,000,000 |
| 6 |
SHARED VOTING POWER:
14,500
| |
| 7 |
SOLE DISPOSITIVE POWER:
3,000,000
| |
| 8 |
SHARED DISPOSITIVE POWER:
14,500
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,038,500
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
7.68%
|
| 12 |
TYPE OF REPORTING PERSON:
IN
|
| 2 |
| CUSIP No. | 65540B105 | 13G |
| 1 |
NAME OF REPORTING PERSON:
Angela A. Riley
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o (b) o
|
| 3 |
SEC USE ONLY:
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER:
24,000
|
| 6 |
SHARED VOTING POWER:
14,500
| |
| 7 |
SOLE DISPOSITIVE POWER:
24,000
| |
| 8 |
SHARED DISPOSITIVE POWER:
14,500
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,038,500
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
o
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
7.68%
|
| 12 |
TYPE OF REPORTING PERSON:
IN
|
| 3 |
| Item 1. | (a) | Name of Issuer: |
| NOODLES & COMPANY | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
| 520 Zang Street, Suite D | ||
| Broomfield, CO 80021 | ||
| Item 2. | (a) | Name of Person Filing: |
| Timothy M. Riley and Angela A. Riley | ||
| (b) | Address of Principal Business Office, or if None, Residence: | |
| P.O. Box 2113 | ||
| Darien, CT 06820 | ||
| (c) | Citizenship: | |
| U.S. | ||
| (d) | Title of Class of Securities: | |
| Class A Common Stock | ||
| (e) | CUSIP Number: | |
| 65540B105 | ||
| Item 3. | If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | o An investment adviser in accordance with Sections 240.13d-1(b)(1)(ii)(E); | |
| (f) | o An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
| 4 |
| (g) | o A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); | |
| (h) | o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). | |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: | |
| See the responses to Item 9 on the attached cover pages. | ||
| (b) | Percent of Class: | |
| See the responses to Item 11 on the attached cover pages. | ||
| (c) | Number of shares as to which such person has: | |
| (i) | Sole power to vote or to direct the vote: | ||
| See the responses to Item 5 on the attached cover pages. | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| See the responses to Item 6 on the attached cover pages. | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| See the responses to Item 7 on the attached cover pages. | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| See the responses to Item 8 on the attached cover pages. | |||
| Item 5. | Ownership of Five Percent or Less of a Class. |
| Not Applicable | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
| Not Applicable |
| 5 |
| Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not Applicable | |
| Item 9. | Notice of Dissolution of Group. |
| Not Applicable | |
| Item 10. | Certifications. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 3, 2017
Signature: /s/ Timothy M. Riley
Name: Timothy M. Riley
Signature: /s/ Angela A. Riley
Name: Angela A. Riley
| 6 |
Exhibit 99
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G, and any amendments thereto, with respect to the Class A Common Stock of Noodles & Company, and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of October 3, 2017.
| /s/ Timothy M. Riley | |
| /s/ Angela A. Riley |