Mill Road Capital III, L.P. - Jun 30, 2022 Form 3 Insider Report for NOODLES & Co (NDLS)

Role
10%+ Owner
Signature
/s/ Justin C. Jacobs, Management Committee Director of sole general partner on behalf of Mill Road Capital III, L.P.
Stock symbol
NDLS
Transactions as of
Jun 30, 2022
Transactions value $
$0
Form type
3
Date filed
7/5/2022, 08:21 PM
Previous filing
Jun 22, 2022
Next filing
Jul 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NDLS Class A Common Stock, $0.01 par value 20.2K Jun 30, 2022 Direct F1
holding NDLS Class A Common Stock, $0.01 par value 4.7M Jun 30, 2022 See footnote F2
holding NDLS Class A Common Stock, $0.01 par value 22.4K Jun 30, 2022 See footnote F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares reported are directly beneficially owned by Mill Road Capital III, L.P. (the "Fund"). Mill Road Capital III 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 the Reporting Persons disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.
F2 The shares reported are directly held by Mill Road Capital II, L.P. ("Fund II"). Mill Road Capital II GP LLC 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 its pecuniary interest therein, if any.
F3 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 its pecuniary interest therein, if any.