Filing Details
- Accession Number:
- 0001209191-23-025750
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-04-26 19:14:15
- Reporting Period:
- 2023-04-24
- Accepted Time:
- 2023-04-26 19:14:15
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1275158 | Noodles & Co | NDLS | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | 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
| 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 | Acquisiton | 2023-04-24 | 2,800 | $7.50 | 1,131,604 | No | 4 | X | Direct | |
| Class A Common Stock, $0.01 Par Value | Acquisiton | 2023-04-25 | 6,900 | $7.50 | 1,138,504 | No | 4 | X | Direct | |
| Class A Common Stock, $0.01 Par Value | Acquisiton | 2023-04-26 | 107,439 | $4.65 | 1,245,943 | No | 4 | P | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | X | Direct | |
| No | 4 | X | Direct | |
| No | 4 | P | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Put Option (obligation to buy) | Disposition | 2023-04-24 | 28 | $0.00 | 2,800 | $7.50 |
| Class A Common Stock | Put Option (obligation to buy) | Disposition | 2023-04-24 | 271 | $280.00 | 27,100 | $7.50 |
| Class A Common Stock | Put Option (obligation to buy) | Disposition | 2023-04-25 | 69 | $0.00 | 6,900 | $7.50 |
| Class A Common Stock | Put Option (obligation to buy) | Disposition | 2023-04-25 | 557 | $280.00 | 55,700 | $7.50 |
| Class A Common Stock | Put Option (obligation to buy) | Disposition | 2023-04-25 | 62 | $282.74 | 6,200 | $7.50 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 171 | 2023-03-13 | 2023-10-20 | No | 4 | X | Direct |
| 4,281 | 2023-04-24 | 2023-11-17 | No | 4 | S | Direct |
| 4,212 | 2023-03-09 | 2023-11-17 | No | 4 | X | Direct |
| 4,769 | 2023-04-25 | 2023-11-17 | No | 4 | S | Direct |
| 4,831 | 2023-04-25 | 2023-11-17 | No | 4 | S | 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.
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