13D Filing: James Michael Chu and Noodles & Co (NASDAQ:NDLS)

 

EXPLANATORY NOTE

 

The following constitutes Amendment No. 1 (Amendment No. 1) to the statement on Schedule 13D previously filed by the undersigned with the Securities and Exchange Commission (the SEC) on February 9, 2017 (as amended through the date hereof, the Schedule 13D).  The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 1.  The Schedule 13D relates to shares of the Class A Common Stock of the Issuer.

 

Item 5. Interest in Securities of the Issuer.

 

(a), (b)            On February 9, 2017, Catterton Noodles purchased 18,500 shares (the Preferred Shares) of the Issuers Class A Convertible Preferred Stock, par value $0.01 per share.  Effective April 12, 2017, all of the Preferred Shares converted into an aggregate of 4,252,873 shares of Class A Common Stock.  After the conversion, Catterton Noodles owned an aggregate of 11,087,757 shares of Class A Common Stock.  Catterton Noodles also owns warrants exercisable for the purchase of up to 1,913,793 shares of Class A Common Stock at a price per share of $4.35, which warrants become exercisable on August 9, 2017.

 

In addition, Mr. Chu and Mr. Dahnke may be deemed to beneficially own 5,096 shares of Class A Common Stock directly owned by Catterton Management Company, L.L.C., constituting half of Mr. Scott Dahnkes and Mr. Andrew Taubs annual compensation for serving as members of the Companys board of directors, which Mr. Dahnke and Mr. Taub were legally obligated to direct to Catterton Management Company, L.L.C.

 

Based on 26,350,287 shares of Class A Common Stock outstanding as of February 24, 2017, plus 8,873,240 shares of Class A Common Stock issued to Mill Road on April 3, 2017 and 4,252,873 shares of Class A Common Stock issued on April 12, 2017 upon the conversion of the Issuers Series A Preferred Stock, the Reporting Persons beneficially owned shares of Class A Common Stock representing approximately 28.1% of the Issuers Class A Common Stock.

 

Each of the Reporting Persons may be deemed the beneficial owner of the Common Stock reported herein.  Each of the Reporting Persons may be deemed to have the shared power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Class A Common Stock reported herein.  Mr. Chu and Mr. Dahnke disclaim beneficial ownership of any shares of Class A Common Stock held of record or beneficially owned by Catterton Noodles, Catterton Management or CP6.

 

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