NOODLES & Co — Director's Dealing 2020

Dec 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2020-12-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-01	Class A Common Stock	S	1000000	$7.50	Disposed	1787476	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants to Purchase Class A Common Stock	$4.35	2022-02-09	Class A Common Stock (1913793.0)	1913793	Indirect

Footnotes

F1: On December 1, 2020, Catterton-Noodles Holdings, LLC ("Catterton Noodles Holdings") sold 1,000,000 shares of Class A Common Stock, at a price of $7.50 per share, pursuant to a private transaction. Upon completion of the transaction, Catterton Noodles Holdings is the holder of record of 1,787,476 shares of Class A Common Stock. Catterton-Noodles, LLC ("Catterton Noodles") holds warrants that are immediately exercisable for the purchase of up to 1,913,793 shares of Class A Common Stock. CP6 Management, L.L.C. ("CP6") is the manager of each of Catterton Noodles and Catterton Noodles Holdings. The management of CP6 is controlled by a management board. J. Michael Chu and Scott A. Dahnke are the members of the management board of CP6.

F2: Relationship of Reporting Person(s) to the Issuer: Catterton-Noodles Holdings, LLC: 10% Owner; Catterton-Noodles, LLC: Member of 10% Owner Group; CP 6 Management, L.L.C.: 10% Owner; Dahnke, Scott Arnold: 10% Owner; Chu, James Michael: 10% Owner.