NOODLES & Co — Director's Dealing 2019

May 29, 2019

SEC Form 4/A — Form 4/A

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2019-05-15

Reporting Person: Dahnke Scott Arnold (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-15	Class A Common Stock	J	6594	—	Acquired	41672	Indirect

Footnotes

F1: This amended Form 4 is filed to correct an administrative error in the date of the original transaction and the reported amount of securities acquired. The amount of securities beneficially owned following the reported transaction has been updated accordingly.

F2: This grant is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3(d) of the Exchange Act, as the Restricted Stock Units ("RSUs") were granted pursuant to a plan approved by the board of directors of Noodles & Company (the "Company").

F3: Grant of RSUs to Catterton Management Company, L.L.C., constituting half of Andrew Taub's annual compensation for serving as a member of the Company's board of directors, which Mr. Taub was legally obligated to direct to Catterton Management Company, L.L.C. Mr. Taub has no direct pecuniary interest in the shares. Each RSU represents the right to receive one share of the Company's Class A common stock, and the RSUs settled in shares of the Company's Class A common stock on the date of the grant. Mr. Dahnke may be deemed to share voting and dispositive power with respect to the securities held by Catterton Management Company, L.L.C. Mr. Dahnke expressly disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.