NOODLES & Co — Director's Dealing 2016

Aug 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2016-08-01

Reporting Person: PUBLIC SECTOR PENSION INVESTMENT BOARD (10% Owner)
Reporting Person: Argentia Private Investments Inc. (10% Owner)
Reporting Person: Dufresne Francois (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-01	Class A Common Stock	J	2548	—	Acquired	6744760	Indirect

Footnotes

F1: This grant to Francois Dufresne is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3(d) of the Exchange Act, as the Restricted Stock Units ("RSUs") were granted pursuant to a plan approved by the board of directors of Noodles & Company (the "Company").

F2: Mr. Dufresne is legally obligated to direct the shares to Argentia Private Investments Inc., which constitute half of Mr. Dufresne's annual compensation for serving as a member of the Company's board of directors. Mr. Dufresne has no direct pecuniary interest in the shares. Each RSU represents the right to receive one share of the Company's Class A common stock, and the RSUs settled in shares of the Company's Class A common stock on the date of the grant.

F3: Not applicable.

F4: Shares are owned directly by Argentia Private Investments Inc., which is a wholly owned subsidiary of Public Sector Pension Investment Board ("PSPIB"). PSPIB is an indirect beneficial owner of the reported securities.

F5: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.