NOODLES & Co — Director's Dealing 2017

Mar 23, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2017-03-13

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

Holdings (Non-Derivative)

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

Footnotes

F1: 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.