NOODLES & Co — Director's Dealing 2023

Sep 12, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2023-09-07

Reporting Person: Mill Road Capital III, L.P. (10% Owner)
Reporting Person: Mill Road Capital III GP LLC (10% Owner)
Reporting Person: Mill Road Capital II, L.P. (10% Owner)
Reporting Person: Mill Road Capital II GP LLC (10% Owner)
Reporting Person: LYNCH THOMAS E (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-07	Class A Common Stock, $0.01 par value	X	70700	$5.00	Acquired	1824543	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-07	Put Option (obligation to buy)	$5.00	X	707	Disposed	2023-11-17	Class A Common Stock (70700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, $0.01 par value	4699148	Indirect
Class A Common Stock, $0.01 par value	51955	Indirect

Footnotes

F1: The shares reported are directly held by Mill Road Capital III, L.P. ("Fund III"). Mr. Lynch is a management committee director of Mill Road Capital III GP LLC, which is the sole general partner of Fund III and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund III. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

F2: The shares reported are directly held by Mill Road Capital II, L.P. ("Fund II"). Mr. Lynch is a management committee director of Mill Road Capital II GP LLC, which is the sole general partner of Fund II and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund II. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

F3: Represents restricted stock units (or shares issued upon the vesting thereof) granted by the issuer as director compensation, in which the Reporting Persons may have an indirect pecuniary interest. Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares pursuant to a contractual obligation with the holder of such shares. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the
extent of his or its pecuniary interest therein, if any.

F4: Each put option became exercisable on the date purchased, which dates range from 03/09/2023 to 03/13/2023.