Mill Road Capital III, L.P. - 09 Mar 2023 Form 4 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.
Issuer symbol: NDLS
Transactions as of: 09 Mar 2023
Net transactions value: -$1,141,201
Form type: 4
Filing time: 13 Mar 2023, 20:17:52 UTC
Previous filing: 23 Dec 2022
Next filing: 16 Mar 2023
SEC: View on sec.gov

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						1,021,971	09 Mar 2023	Direct	F1
holding	NDLS	Class A Common Stock, $0.01 par value						4,699,148	09 Mar 2023	See footnote	F2
holding	NDLS	Class A Common Stock, $0.01 par value						22,386	09 Mar 2023	See footnote	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NDLS	Put Option (obligation to buy)	Sale	$9,299	-143	-50%	$65.03	143	09 Mar 2023	Class A Common Stock	14,300	$5.00	Direct	F1
transaction	NDLS	Put Option (obligation to buy)	Sale	$44,019	-657	-50%	$67.00	657	09 Mar 2023	Class A Common Stock	65,700	$5.00	Direct	F1
transaction	NDLS	Put Option (obligation to buy)	Sale	$270,036	-1,200	-50%	$225.03	1,200	09 Mar 2023	Class A Common Stock	120,000	$7.50	Direct	F1
transaction	NDLS	Put Option (obligation to buy)	Sale	$50,498	-700	-50%	$72.14	700	10 Mar 2023	Class A Common Stock	70,000	$5.00	Direct	F1
transaction	NDLS	Put Option (obligation to buy)	Sale	$71,790	-300	-50%	$239.30	300	10 Mar 2023	Class A Common Stock	30,000	$7.50	Direct	F1
transaction	NDLS	Put Option (obligation to buy)	Sale	$1,441	-18	-50%	$80.06	18	13 Mar 2023	Class A Common Stock	1,800	$5.00	Direct	F1
transaction	NDLS	Put Option (obligation to buy)	Sale	$49,731	-195	-50%	$255.03	195	13 Mar 2023	Class A Common Stock	19,500	$7.50	Direct	F1
transaction	NDLS	Put Option (obligation to buy)	Sale	$305,569	-3,682	-50%	$82.99	3,682	13 Mar 2023	Class A Common Stock	368,200	$5.00	Direct	F1
transaction	NDLS	Put Option (obligation to buy)	Sale	$338,817	-1,305	-50%	$259.63	1,305	13 Mar 2023	Class A Common Stock	130,500	$7.50	Direct	F1

* 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 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.
F2	The shares reported are directly held 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. Mr. Lynch 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.
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 his or its pecuniary interest therein, if any.