NOODLES & Co — Director's Dealing 2014

May 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2014-05-13

Reporting Person: Lockhart Kathryn Rae (Vice President & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-12	Class A Common Stock	G	1020	—	Disposed	450	Direct
2014-03-12	Class A Common Stock	G	200	—	Disposed	250	Direct
2014-03-12	Class A Common Stock	G	200	—	Acquired	200	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-13	Stock Option (Right to Buy)	$31.53	A	6200	Acquired	2024-05-13	Class A Common Stock (6200.0)	Direct

Footnotes

F1: The transaction involved a gift of securities by the reporting person to a Custodial Account for her minor children, of which she is a Custodian with investment control.

F2: These options vest 25% per year beginning one year after the transaction date.