NOODLES & Co — Director's Dealing 2016

Aug 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Dahnke Scott Arnold (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-01	Class A Common Stock	J	5096	—	Acquired	5096	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	6834884	Indirect

Footnotes

F1: This grant 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: Grant of RSUs to Catterton Management Company, L.L.C., constituting half of Scott Dahnke's and Andrew Taub's annual compensation for serving as members of the Company's board of directors, which Mr. Dahnke and Mr. Taub were legally obligated to direct to Catterton Management Company, L.L.C. Mr. Taub 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. Mr. Dahnke may be deemed to share voting and dispositive power with respect to the securities held by Catterton Management Company, L.L.C. Mr. Dahnke expressly disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

F3: Represents shares of the Issuer held by Catterton-Noodles, LLC. CP6 Management, L.L.C. is the manager of Catterton-Noodles, LLC. Scott A. Dahnke is a Managing Member of CP6 Management, L.L.C. By virtue of these relationships, Mr. Dahnke may be deemed to share voting and dispositive power with respect to the shares of Class A common stock held by Catterton-Noodles, LLC. Each of CP6 Management, L.L.C. and Mr. Dahnke expressly disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.