NOODLES & Co — Director's Dealing 2023

Mar 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2023-03-09

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 (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-09	Put Option (obligation to buy)	$5.00	S	143	Disposed	2023-10-20	Class A Common Stock (14300)	Direct
2023-03-09	Put Option (obligation to buy)	$5.00	S	657	Disposed	2023-11-17	Class A Common Stock (65700)	Direct
2023-03-09	Put Option (obligation to buy)	$7.50	S	1200	Disposed	2023-11-17	Class A Common Stock (120000)	Direct
2023-03-10	Put Option (obligation to buy)	$5.00	S	700	Disposed	2023-11-17	Class A Common Stock (70000)	Direct
2023-03-10	Put Option (obligation to buy)	$7.50	S	300	Disposed	2023-11-17	Class A Common Stock (30000)	Direct
2023-03-13	Put Option (obligation to buy)	$5.00	S	18	Disposed	2023-10-20	Class A Common Stock (1800)	Direct
2023-03-13	Put Option (obligation to buy)	$7.50	S	195	Disposed	2023-10-20	Class A Common Stock (19500)	Direct
2023-03-13	Put Option (obligation to buy)	$5.00	S	3682	Disposed	2023-11-17	Class A Common Stock (368200)	Direct
2023-03-13	Put Option (obligation to buy)	$7.50	S	1305	Disposed	2023-11-17	Class A Common Stock (130500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, $0.01 par value	1021971	Direct
Class A Common Stock, $0.01 par value	4699148	Indirect
Class A Common Stock, $0.01 par value	22386	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. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Mr. Lynch is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. 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.