0001209191-17-032346.txt : 20170515
0001209191-17-032346.hdr.sgml : 20170515
20170515164423
ACCESSION NUMBER: 0001209191-17-032346
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170511
FILED AS OF DATE: 20170515
DATE AS OF CHANGE: 20170515
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: LYNCH THOMAS E
CENTRAL INDEX KEY: 0001244666
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35987
FILM NUMBER: 17844946
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35987
FILM NUMBER: 17844947
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35987
FILM NUMBER: 17844948
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: Scharfman Scott
CENTRAL INDEX KEY: 0001435257
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35987
FILM NUMBER: 17844956
MAIL ADDRESS:
STREET 1: 382 GREENWICH AVE
STREET 2: SUITE ONE
CITY: GREENWICH
STATE: CT
ZIP: 06830
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-05-11
0
0001275158
NOODLES & Co
NDLS
0001550729
Mill Road Capital II, L.P.
382 GREENWICH AVENUE
SUITE ONE
GREENWICH
CT
06830
1
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
1
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
2017-05-11
4
A
0
10416
0.00
A
10416
D
Class A Common Stock, $0.01 par value
8873240
D
Grant of Restricted Stock Units ("RSUs") to Mr. Lynch as compensation for serving as a member of the issuer's board of directors. Each RSU represents the right to receive one share of the issuer's Class A common stock, and the RSUs were fully vested on the date of grant. The right to receive the economic value of the RSUs has been assigned to Mill Road Capital Management LLC, an affiliate of the Reporting Persons. Mill Road Capital Management LLC does not have beneficial ownership 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.
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.
Mill Road Capital II, L.P., Mill Road Capital II GP LLC and Messrs. Lynch and Scharfman are ten percent beneficial owners of the issuer. Mr. Lynch is also a director of the issuer.
/s/ Scott P. Scharfman, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P.
2017-05-15
/s/ Scott P. Scharfman, Management Committee Director on behalf of Mill Road Capital II GP LLC
2017-05-15
/s/ Scott P. Scharfman on behalf of Thomas E. Lynch by power of attorney
2017-05-15
/s/ Scott P. Scharfman
2017-05-15