NOODLES & Co — Director's Dealing 2017

May 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2017-05-11

Reporting Person: Mill Road Capital II, L.P. (Director, 10% Owner)
Reporting Person: Mill Road Capital II GP LLC (10% Owner)
Reporting Person: LYNCH THOMAS E (Director, 10% Owner)
Reporting Person: Scharfman Scott (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-11	Class A Common Stock, $0.01 par value	A	10416	$0.00	Acquired	10416	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, $0.01 par value	8873240	Direct

Footnotes

F1: Grant of Restricted Stock Units ("RSUs") to Mr. Lynch as compensation for serving as a member of the issuer's board of directors. Each RSU represents the right to receive one share of the issuer's Class A common stock, and the RSUs were fully vested on the date of grant. The right to receive the economic value of the RSUs has been assigned to Mill Road Capital Management LLC, an affiliate of the Reporting Persons. Mill Road Capital Management LLC does not have beneficial ownership of such shares. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

F2: The shares reported are directly beneficially owned by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.