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Filing Details

Accession Number:: 0001209191-18-044450
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-07-30 17:46:47
Reporting Period:: 2018-07-26

Accepted Time:: 2018-07-30 17:46:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1275158	Noodles & Co	NDLS	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1244666	E Thomas Lynch	382 Greenwich Avenue Suite One Greenwich CT 06830	Yes	No	Yes	No
1435257	Scott Scharfman	382 Greenwich Avenue Suite One Greenwich CT 06830	No	No	Yes	No
1550728	Mill Road Capital Ii Gp Llc	382 Greenwich Avenue Suite One Greenwich CT 06830	No	No	Yes	No
1550729	Mill Road Capital Ii, L.p.	382 Greenwich Avenue Suite One Greenwich CT 06830	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, $0.01 Par Value	Disposition	2018-07-26	1,823,353	$9.50	7,049,887	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock, $0.01 Par Value	15,792	Indirect	See footnote

Footnotes

Represents shares that Mill Road Capital II, L.P. (the "Fund") agreed to sell, subject to specified closing conditions, pursuant to an underwriting agreement, dated as of July 26, 2018, by and among the issuer, the Fund, the other selling stockholders named therein, and Jefferies LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as representatives of the underwriters, in connection with a public offering of the issuer's Class A common stock.
The shares reported are directly held by the Fund. Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and 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. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Lynch has no direct pecuniary interest in such shares. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.