NOODLES & Co — Director's Dealing 2017

Jul 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2017-07-10

Reporting Person: MURPHY PAUL J B III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-10	Class A Common Stock	A	150000	—	Acquired	150000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-10	Stock Option (Right to Buy)	$4.1	A	100000	Acquired	2027-07-10	Class A Common Stock (100000.0)	Direct
2017-07-10	Restricted Stock Units	$	A	50000	Acquired		Class A Common Stock (50000.0)	Direct

Footnotes

F1: Award of Restricted Stock Units ("RSUs") received on July 10, 2017. Each RSU represents a right to receive one share of Noodles & Company Class A common stock. The RSUs vest in four equal annual installments beginning on July 10, 2018.

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

F3: Each RSU represents a right to receive one share of Noodles & Company's Class A common stock. These restricted stock unites are subject to performance-based vesting conditions linked to Noodles & Company's share price for the period of July 10, 2017 through December 31, 2020 (the "Performance Period"). If Noodles & Company's shares attain a $15 per share average closing price for two consecutive calendar quarters or certain price targets are achieved in connection with a change in control during the Performance Period, then 100% of such RSU's granted will vest.