NOODLES & Co — Director's Dealing 2017

Feb 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2017-02-09

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-09	Series A Convertible Preferred Stock	$	P	18500	Acquired		Class A Common Stock (4252873)	Indirect
2017-02-09	Warrants to Purchase Class A Common Stock	$4.35	P	1913792	Acquired	2022-02-09	Class A Common Stock (1913792)	Indirect

Footnotes

F1: Each share of Series A Convertible Preferred Stock is convertible at any time at a conversion price of $4.35, or approximately 229.8850 shares of Class A Common Stock per share of Series A Convertible Preferred Stock.

F2: On February 8, 2017, Noodles & Company and Catterton-Noodles, LLC ("Catterton Noodles") entered into a Securities Purchase Agreement, pursuant to which Catterton Noodles acquired the securities reported on this Form 4.

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

F4: The securities reported on this Form 4 are held of record by Catterton Noodles. CP Management 6, L.L.C. ("CP6") is the manager of Catterton Noodles. The management of CP6 is controlled by a managing board. J. Michael Chu and Scott A. Dahnke are the members of the management board of CP6.