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