0001209191-17-022573.txt : 20170323 0001209191-17-022573.hdr.sgml : 20170323 20170323163941 ACCESSION NUMBER: 0001209191-17-022573 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170313 FILED AS OF DATE: 20170323 DATE AS OF CHANGE: 20170323 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOODLES & Co CENTRAL INDEX KEY: 0001275158 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 841303469 FISCAL YEAR END: 0103 BUSINESS ADDRESS: STREET 1: 520 ZANG ST., SUITE D CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 7202141921 MAIL ADDRESS: STREET 1: 520 ZANG ST., SUITE D CITY: BROOMFIELD STATE: CO ZIP: 80021 FORMER COMPANY: FORMER CONFORMED NAME: NOODLES & CO DATE OF NAME CHANGE: 20040102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scharfman Scott CENTRAL INDEX KEY: 0001435257 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 17710126 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LYNCH THOMAS E CENTRAL INDEX KEY: 0001244666 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 17710127 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital II GP LLC CENTRAL INDEX KEY: 0001550728 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 17710128 BUSINESS ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital II, L.P. CENTRAL INDEX KEY: 0001550729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 17710129 BUSINESS ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-03-13 0 0001275158 NOODLES & Co NDLS 0001550729 Mill Road Capital II, L.P. 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001550728 Mill Road Capital II GP LLC 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001244666 LYNCH THOMAS E 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001435257 Scharfman Scott 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 Class A Common Stock, $0.01 par value 8873240 D The shares reported are directly beneficially owned 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. Each of Messrs. Lynch and Scharfman 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. On March 13, 2017, the Fund and the Issuer entered into a Securities Purchase Agreement pursuant to which the Fund agreed to purchase 8,873,240 shares of the Issuer's Class A Common Stock. The Fund's obligation to purchase those shares was subject to the prior satisfaction of several important conditions. As a result of the satisfaction on March 13, 2017 of certain of those conditions, the Reporting Persons for this Form 3 may be deemed to have acquired beneficial ownership under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of such shares on that date. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by any such Reporting Person that he or it is the beneficial owner of such shares for purposes of Section 13 or 16 of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of his or its pecuniary interest therein, if any. /s/ Scott P. Scharfman, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. 2017-03-23 /s/ Scott P. Scharfman, Management Committee Director on behalf of Mill Road Capital II GP LLC 2017-03-23 /s/ Scott P. Scharfman on behalf of Thomas E. Lynch by power of attorney 2017-03-23 /s/ Scott P. Scharfman 2017-03-23 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
Exhibit 24.1

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated
Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and
file on the undersigned's behalf all Forms 3, 4 and 5 and Schedules 13D and
13G (including any amendments thereto) that the undersigned may be required
to file with the U.S. Securities and Exchange Commission as a result of the
undersigned's ownership of or transactions in securities of Noodles &
Company, a Delaware corporation.  The authority of Scott P. Scharfman and
Justin C. Jacobs under this Statement shall continue until the undersigned
is no longer required to file any of Forms 3, 4 and 5 and Schedules 13D and
13G with regard to the undersigned's ownership of or transactions in
securities of Noodles & Company, unless earlier revoked in writing.  The
undersigned acknowledges that Scott P. Scharfman and Justin C. Jacobs are
not assuming any of the undersigned's responsibilities to comply with
Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.

/s/ Thomas E. Lynch
Thomas E. Lynch

Dated: March 23, 2017
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
Exhibit 24.2

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated
Thomas E. Lynch and Justin C. Jacobs, each acting singly, to execute and
file on the undersigned's behalf all Forms 3, 4 and 5 and Schedules 13D and
13G (including any amendments thereto) that the undersigned may be required
to file with the U.S. Securities and Exchange Commission as a result of the
undersigned's ownership of or transactions in securities of Noodles &
Company, a Delaware corporation.  The authority of Thomas E. Lynch and
Justin C. Jacobs under this Statement shall continue until the undersigned
is no longer required to file any of Forms 3, 4 and 5 and Schedules 13D and
13G with regard to the undersigned's ownership of or transactions in
securities of Noodles & Company, unless earlier revoked in writing.  The
undersigned acknowledges that Thomas E. Lynch and Justin C. Jacobs are
not assuming any of the undersigned's responsibilities to comply with
Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.

/s/ Scott P. Scharfman
Scott P. Scharfman

Dated: March 23, 2017