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Filing Details

Accession Number:: 0001209191-22-062655
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-12-23 17:11:52
Reporting Period:: 2022-12-21

Accepted Time:: 2022-12-23 17:11:52
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	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
1767178	Mill Road Capital Iii Gp Llc	382 Greenwich Avenue Suite One Greenwich CT 06830	No	No	Yes	No
1767199	Mill Road Capital Iii, 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
Class A Common Stock, $0.01 Par Value	Acquisiton	2022-12-21	61,986	$4.97	970,227	No	4	P	Direct
Class A Common Stock, $0.01 Par Value	Acquisiton	2022-12-22	45,333	$4.92	1,015,560	No	4	P	Direct
Class A Common Stock, $0.01 Par Value	Acquisiton	2022-12-23	6,411	$4.95	1,021,971	No	4	P	Direct

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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock, $0.01 Par Value	4,699,148	Indirect	See footnote
Class A Common Stock, $0.01 Par Value	22,386	Indirect	See footnote

Footnotes

The shares reported are directly held by Mill Road Capital III, L.P. ("Fund III"). Mr. Lynch is a management committee director of Mill Road Capital III GP LLC, which is the sole general partner of Fund III and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund III. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
The shares reported are directly held by Mill Road Capital II, L.P. ("Fund II"). Mr. Lynch is a management committee director of Mill Road Capital II GP LLC, which is the sole general partner of Fund II and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund II. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Represents restricted stock units (or shares issued upon the vesting thereof) granted by the issuer as director compensation, in which the Reporting Persons may have an indirect pecuniary interest. 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 pursuant to a contractual obligation with the holder of 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.