0001209191-18-031399.txt : 20180518 0001209191-18-031399.hdr.sgml : 20180518 20180518161455 ACCESSION NUMBER: 0001209191-18-031399 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180516 FILED AS OF DATE: 20180518 DATE AS OF CHANGE: 20180518 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: 18846793 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: 18846792 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: 18846795 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 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: 18846794 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-05-16 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 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 2018-05-16 4 J 0 5376 0.00 A 15792 I See footnote Class A Common Stock, $0.01 par value 8873240 D Represents the Reporting Persons' acquisition of an indirect pecuniary interest in restricted stock units ("RSUs") granted by the issuer to Mr. Lynch in accordance with Rule 16b-3(d) (as described in transaction code "A") 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. Pursuant to a pre-existing contractual obligation, 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 and, accordingly, Mr. Lynch has no direct pecuniary interest in 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 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. 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. /s/ Thomas E. Lynch, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. 2018-05-18 /s/ Thomas E. Lynch, Management Committee Director on behalf of Mill Road Capital II GP LLC 2018-05-18 /s/ Thomas E. Lynch 2018-05-18 /s/ Thomas E. Lynch on behalf of Scott P. Scharfman by power of attorney 2018-05-18