NOODLES & Co — Director's Dealing 2017

Apr 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2017-04-12

Reporting Person: Catterton-Noodles, LLC (10% Owner)
Reporting Person: CP6 Management, L.L.C. (10% Owner)
Reporting Person: Dahnke Scott Arnold (Director, 10% Owner)
Reporting Person: Chu James Michael (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-12	Class A Common Stock	C	4252873	—	Acquired	11087757	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-12	Series A Convertible Preferred Stock	$	C	18500	Disposed		Class A Common Stock (4252873)	Direct

Footnotes

F1: Pursuant to its rights under the Securities Purchase Agreement by and among the Company and Catterton-Noodles, LLC ("Catterton Noodles"), the Company issued a conversion notice causing all shares of Series A Convertible Preferred Stock ("Preferred Stock") held by Catterton Noodles to be automatically converted into shares of the Company's Class A Common Stock, effective April 12, 2017. Each share of Preferred Stock is convertible at a conversion price of $4.35, or approximately 229.8850 shares of Class A Common Stock per share of Preferred Stock.

F2: The securities reported on this Form 4 are held of record by Catterton Noodles. CP6 Management, L.L.C. ("CP6") is the manager of Catterton Noodles. The management of CP6 is controlled by a management board. J. Michael Chu and Scott A. Dahnke are the members of the management board of CP6.

F3: The shares of Preferred Stock have no expiration date.

F4: Not applicable.