Page 6 of 7 – SEC Filing
| CUSIP No. 65540B105 | Page 6 of 7 Pages |
This Amendment No. 1 to the joint statement on Schedule 13D with respect to the
Class A common stock, par value $0.01 (the Common Stock), of Noodles & Company, a Delaware corporation (the Issuer), filed by Mill Road Capital II, L.P., a Delaware limited partnership (the
Fund), Mill Road Capital II GP LLC, a Delaware limited liability company (the GP), Thomas E. Lynch and Scott P. Scharfman (collectively, the Reporting Persons) on March 23, 2017 (such
joint statement, as amended herein, the Schedule 13D), amends the Schedule 13D as follows:
Introduction
This Amendment No. 1 is being filed in connection with a decrease in the Reporting Persons percentage of beneficial ownership of the
Common Stock which resulted solely from an increase in the number of issued and outstanding shares of Common Stock, as reported in the Issuers proxy statement filed with the SEC on April 18, 2017.
1. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby
be amended and restated in full as follows:
Item 5. Interest in Securities of the Issuer
(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Persons cover page to
this Schedule 13D, are based on a total of 39,490,952 shares of Common Stock issued and outstanding as of April 12, 2017, as reported in the Issuers proxy statement filed with the SEC on April 18, 2017. All of the share numbers
reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of April 19, 2017, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its
entirety into this Item 5(a, b).
The Fund directly holds, and thus has sole voting and dispositive power over,
8,873,240 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares of Common Stock on behalf of the Fund, and each of
Messrs. Lynch and Scharfman has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns 8,873,240 shares of Common
Stock, or approximately 22.5% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 8,873,240 shares of Common Stock, or approximately 22.5% of the outstanding shares of Common Stock.
Mr. Jacobs does not have beneficial ownership of any shares of Common Stock.
(c) Following the satisfaction of all of
the conditions set forth in the Purchase Agreement, the Fund purchased 8,873,240 shares of Common Stock on April 3, 2017. Except as set forth in the preceding sentence, no Reporting Person effected any transaction in shares of the Common Stock
from March 23, 2017 (the date of the initial filing of this Schedule 13D) to April 19, 2017.
2. Except as expressly modified hereby, all
provisions of the Schedule 13D shall continue in full force and effect.
[signature page follows]
