0001209191-23-031522.txt : 20230522
0001209191-23-031522.hdr.sgml : 20230522
20230522170646
ACCESSION NUMBER: 0001209191-23-031522
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230518
FILED AS OF DATE: 20230522
DATE AS OF CHANGE: 20230522
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: 23945483
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: 23945484
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 III, L.P.
CENTRAL INDEX KEY: 0001767199
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35987
FILM NUMBER: 23945487
BUSINESS ADDRESS:
STREET 1: 334 PEMBERWICK ROAD
STREET 2: SECOND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06831
BUSINESS PHONE: 203-987-3500
MAIL ADDRESS:
STREET 1: C/O MILL ROAD CAPITAL MANAGEMENT LLC
STREET 2: 328 PEMBERWICK ROAD
CITY: GREENWICH
STATE: CT
ZIP: 06831
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: 23945485
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 III GP LLC
CENTRAL INDEX KEY: 0001767178
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35987
FILM NUMBER: 23945486
BUSINESS ADDRESS:
STREET 1: 334 PEMBERWICK ROAD
STREET 2: SECOND FLOOR
CITY: GREENWICH
STATE: CT
ZIP: 06831
BUSINESS PHONE: 203-987-3500
MAIL ADDRESS:
STREET 1: C/O MILL ROAD CAPITAL MANAGEMENT LLC
STREET 2: 328 PEMBERWICK ROAD
CITY: GREENWICH
STATE: CT
ZIP: 06831
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: 0102
BUSINESS ADDRESS:
STREET 1: 520 ZANG ST., SUITE D
CITY: BROOMFIELD
STATE: CO
ZIP: 80021
BUSINESS PHONE: 720-214-1906
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
X0407
4
2023-05-18
0
0001275158
NOODLES & Co
NDLS
0001767199
Mill Road Capital III, L.P.
328 PEMBERWICK ROAD
GREENWICH
CT
06831
0
0
1
0
0001767178
Mill Road Capital III GP LLC
328 PEMBERWICK ROAD
GREENWICH
CT
06831
0
0
1
0
0001550729
Mill Road Capital II, L.P.
328 PEMBERWICK ROAD
GREENWICH
CT
06831
0
0
1
0
0001550728
Mill Road Capital II GP LLC
328 PEMBERWICK ROAD
GREENWICH
CT
06831
0
0
1
0
0001244666
LYNCH THOMAS E
328 PEMBERWICK ROAD
GREENWICH
CT
06831
1
0
1
0
0
Class A Common Stock, $0.01 par value
2023-05-18
4
X
0
3800
7.50
A
1446843
D
Class A Common Stock, $0.01 par value
2023-05-19
4
X
0
12500
7.50
A
1459343
D
Class A Common Stock, $0.01 par value
4699148
I
See footnote
Class A Common Stock, $0.01 par value
22386
I
See footnote
Put Option (obligation to buy)
7.50
2023-05-18
4
X
0
38
0.00
D
2023-11-17
Class A Common Stock
3800
2847
D
Put Option (obligation to buy)
7.50
2023-05-19
4
X
0
125
0.00
D
2023-10-20
Class A Common Stock
12500
21
D
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.
The shares reported are directly held by Mill Road Capital II, L.P. ("Fund II"). Mr. Lynch is a management committee director of Mill Road Capital II GP LLC, which is the sole general partner of Fund II 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 II. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
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.
Each put option became exercisable on the date purchased, which dates range from 03/09/2023 to 04/25/2023.
Each put option became exercisable on the date purchased, which dates range from 03/13/2023 to 03/14/2023.
/s/ Justin C. Jacobs, Management Committee Director of sole general partner on behalf of Mill Road Capital III, L.P.
2023-05-22
/s/ Justin C. Jacobs, Management Committee Director on behalf of Mill Road Capital III GP LLC
2023-05-22
/s/ Justin C. Jacobs, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P.
2023-05-22
/s/ Justin C. Jacobs, Management Committee Director on behalf of Mill Road Capital II GP LLC
2023-05-22
/s/ Justin C. Jacobs on behalf of Thomas E. Lynch by power of attorney
2023-05-22