13D Filing: Mill Road Capital Ii, L.p. and Noodles & Co (NASDAQ:NDLS)

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CUSIP No. 65540B105		Page 6 of 14 Pages

Item 1.

Security and Issuer

This joint statement on Schedule 13D relates to the Class A common stock, par
value $0.01 (the Common Stock), of Noodles & Company, a Delaware corporation (the Issuer). The address of the Issuers principal executive offices is 520 Zang Street, Suite D, Broomfield, Colorado
80021.

Item 2.

Identity and Background

(a) This joint statement on Schedule 13D is being filed by
Thomas E. Lynch, Scott P. Scharfman, Mill Road Capital II GP LLC, a Delaware limited liability company (the GP), and Mill Road Capital II, L.P., a Delaware limited partnership (the Fund). Each of the foregoing
is referred to in this Schedule 13D as a Reporting Person and, collectively, as the Reporting Persons. Messrs. Lynch and Scharfman and Justin C. Jacobs are the management committee directors of the GP and, in
this capacity, are referred to in this Schedule 13D as the Managers. The GP is the sole general partner of the Fund. Each of Messrs. Lynch and Scharfman has shared authority to vote and dispose of the shares of Common Stock
reported in this Schedule 13D.

The Reporting Persons have entered into a Joint Filing Agreement dated March 23, 2017, a copy of
which is filed as Exhibit 1 to this Schedule 13D, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the Exchange
Act).

(b) The business address of each of the Managers, and the address of the principal business and the principal office of
the GP and the Fund, is 382 Greenwich Avenue, Suite One, Greenwich, Connecticut 06830.

(c) The principal business of the GP is acting as
the sole general partner of the Fund. The principal business of the Fund is investing in securities. The present principal occupation or employment of each Manager is as a management committee director of the GP and of Mill Road Capital Management
LLC, a Delaware limited liability company (the Management Company), which provides advisory and administrative services to the GP and is located at 382 Greenwich Avenue, Suite One, Greenwich, Connecticut 06830.

(d) None of the Managers, the GP and the Fund has, during the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

(e) None of the Managers, the GP and the Fund was, during the last five years, a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.

(f) Each Manager is a citizen
of the United States.