NOODLES & Co — Director's Dealing 2018

Jul 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2018-06-29

Reporting Person: Boennighausen David James (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-29	Class A Common Stock	A	14227	—	Acquired	81160	Direct
2018-06-30	Class A Common Stock	F	2899	$12.30	Disposed	78261	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-29	Stock Option (Right to Buy)	$12.3	A	25233	Acquired	2028-06-29	Class A Common Stock (25233.0)	Direct
2018-06-29	Restricted Stock Units	$	A	13157	Acquired		Class A Common Stock (13157.0)	Direct

Footnotes

F1: Award of Restricted Stock Units ("RSUs") received on June 29th, 2018. Each RSU represents a right to receive one share of Noodles & Company Class A common stock. The RSUs vest in four equal annual installments beginning on June 29th, 2019.

F2: Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings due upon vesting of Restricted Stock Units granted to the Reporting Person on January 16, 2018. The shares surrendered were valued based on most recent the closing price of the common stock of the Issuer on the date of surrender.

F3: These options vest in four equal annual installments beginning on June 29th, 2019.

F4: Each RSU represents a right to receive one share of Noodles & Company's Class A common stock. These restricted stock units are subject to performance-based vesting conditions linked to Noodles & Company's Same Store Sales and Adjusted EBITDA targets through December 31, 2020 (the "Performance Period").