NOODLES & Co — Director's Dealing 2016

May 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2016-05-05

Reporting Person: Rand James Thomas (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-05	Class A Common Stock	A	4587	—	Acquired	13592	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	7500	Indirect

Footnotes

F1: Shares James Rand transferred to the James T. Rand Asset Protection Trust for the Benefit of Debbie Rand on December 27, 2013.

F2: Grant of Restricted Stock Units ("RSUs") to James Rand, a member of Noodles & Company's (the "Company") board of directors. The RSUs constitute half of Mr. Rand's annual compensation for serving as a director, and the number of RSUs was determined based on the closing price of the Company's Class A common stock on the date of grant. Mr. Rand entered into a deferral election agreement with the Company, and each RSU represents the right to receive one share of the Company's Class A common stock upon the earlier of Mr. Rand's termination of his services as a director on the Company's board or a change in control of the Company.