0001209191-18-044930.txt : 20180802 0001209191-18-044930.hdr.sgml : 20180802 20180802160745 ACCESSION NUMBER: 0001209191-18-044930 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180731 FILED AS OF DATE: 20180802 DATE AS OF CHANGE: 20180802 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: 18988309 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 18988310 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: 18988311 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: 18988313 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 2018-07-31 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 per share 2018-07-31 4 S 0 387463 9.50 D 6662424 D Class A Common Stock, $0.01 per share 15792 I See footnote Represents shares that Mill Road Capital II, L.P. (the "Fund") agreed to sell, subject to specified closing conditions, pursuant to an underwriting agreement, dated as of July 26, 2018, by and among the issuer, the Fund, the other selling stockholders named therein, and Jefferies LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as representatives of the underwriters, in connection with a public offering of the issuer's Class A common stock. The shares reported are directly held by 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 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. /s/ Thomas E. Lynch, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. 2018-08-02 /s/ Thomas E. Lynch, Management Committee Director on behalf of Mill Road Capital II GP LLC 2018-08-02 /s/ Thomas E. Lynch 2018-08-02 /s/ Thomas E. Lynch on behalf of Scott P. Scharfman by power of attorney 2018-08-02