0001209191-18-044450.txt : 20180730
0001209191-18-044450.hdr.sgml : 20180730
20180730174647
ACCESSION NUMBER: 0001209191-18-044450
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180726
FILED AS OF DATE: 20180730
DATE AS OF CHANGE: 20180730
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: 18978796
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: 18978797
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: LYNCH THOMAS E
CENTRAL INDEX KEY: 0001244666
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35987
FILM NUMBER: 18978798
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: 18978799
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
2018-07-26
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
2018-07-26
4
S
0
1823353
9.50
D
7049887
D
Class A Common Stock, $0.01 par value
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.
2018-07-30
/s/ Thomas E. Lynch, Management Committee Director on behalf of Mill Road Capital II GP LLC
2018-07-30
/s/ Thomas E. Lynch
2018-07-30
/s/ Thomas E. Lynch on behalf of Scott P. Scharfman by power of attorney
2018-07-30