NOODLES & Co — Director's Dealing 2019

Jul 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2019-06-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-28	Class A Common Stock	A	25380	—	Acquired	98500	Direct
2019-06-28	Class A Common Stock	A	15515	—	Acquired	114015	Direct
2019-06-29	Class A Common Stock	F	1031	$7.88	Disposed	112984	Direct
2019-06-30	Class A Common Stock	F	2898	$7.88	Disposed	110086	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-28	Stock Option (Right to Buy)	$7.88	A	46832	Acquired	2029-06-28	Class A Common Stock (46832.0)	Direct

Footnotes

F1: Award of Restricted Stock Units ("RSUs") received on June 28th, 2019. 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 28th, 2020.

F2: Award of Performance Restricted Stock Units ("RSUs") received on June 28th, 2019. 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, 2021 (the "Performance Period").

F3: Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings due upon vesting of Restricted Stock Units. The shares surrendered were valued based on most recent the closing price of the common stock of the Issuer on the date of surrender.

F4: These options vest in four equal annual installments beginning on June 28th, 2020.