NOODLES & Co — Director's Dealing 2018

Aug 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2018-07-31

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 (Director, 10% Owner)
Reporting Person: Scharfman Scott (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-31	Class A Common Stock, $0.01 per share	S	387463	$9.50	Disposed	6662424	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, $0.01 per share	15792	Indirect

Footnotes

F1: Represents shares that Mill Road Capital II, L.P. (the "Fund") agreed to sell, subject to specified closing conditions, pursuant to an underwriting
agreement, dated as of July 26, 2018, by and among the issuer, the Fund, the other selling stockholders named therein, and Jefferies LLC,
Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as representatives of the underwriters, in connection with a public offering of the
issuer's Class A common stock.

F2: The shares reported are directly held by 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.

F3: Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Lynch has no direct pecuniary interest in 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.