NOODLES & Co — Director's Dealing 2020

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2019-12-30

Reporting Person: Pool Stacey (Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-30	Class A Common Stock	A	9191	—	Acquired	9191	Direct
2019-12-30	Class A Common Stock	A	5618	—	Acquired	14809	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-30	Stock Option (Right to Buy)	$5.44	A	16834	Acquired	2029-12-30	Class A Common Stock (16834.0)	Direct

Footnotes

F1: Award of Restricted Stock Units ("RSU's") received on December 30th, 2019.Each RSU represents a right to receive one share of Noodles & Company Class A common stock. The RSU's vest in four equal installments beginning on December 30th, 2020.

F2: Award of Performance Restricted Stock Units ("RSUs") received on December 30th, 2019. Each RSU represents a right to receive one share of Noodles & Company's Class A common stock. These RSUs are subject to performance-based vesting conditions linked to Noodles & Company's Same Store Sales and Adjusted EBITDA targets through December 31st, 2021 (the "Performance Period").

F3: These options vest in four equal installments beginning one year after the transaction date.