Mill Road Capital III, L.P. - Mar 9, 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.
Stock symbol
NDLS
Transactions as of
Mar 9, 2023
Transactions value $
-$1,141,201
Form type
4
Date filed
3/13/2023, 08:17 PM
Previous filing
Dec 23, 2022
Next filing
Mar 16, 2023

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 1.02M Mar 9, 2023 Direct F1
holding NDLS Class A Common Stock, $0.01 par value 4.7M Mar 9, 2023 See footnote F2
holding NDLS Class A Common Stock, $0.01 par value 22.4K Mar 9, 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 -$9.3K -143 -50% $65.03 143 Mar 9, 2023 Class A Common Stock 14.3K $5.00 Direct F1
transaction NDLS Put Option (obligation to buy) Sale -$44K -657 -50% $67.00 657 Mar 9, 2023 Class A Common Stock 65.7K $5.00 Direct F1
transaction NDLS Put Option (obligation to buy) Sale -$270K -1.2K -50% $225.03 1.2K Mar 9, 2023 Class A Common Stock 120K $7.50 Direct F1
transaction NDLS Put Option (obligation to buy) Sale -$50.5K -700 -50% $72.14 700 Mar 10, 2023 Class A Common Stock 70K $5.00 Direct F1
transaction NDLS Put Option (obligation to buy) Sale -$71.8K -300 -50% $239.30 300 Mar 10, 2023 Class A Common Stock 30K $7.50 Direct F1
transaction NDLS Put Option (obligation to buy) Sale -$1.44K -18 -50% $80.06 18 Mar 13, 2023 Class A Common Stock 1.8K $5.00 Direct F1
transaction NDLS Put Option (obligation to buy) Sale -$49.7K -195 -50% $255.03 195 Mar 13, 2023 Class A Common Stock 19.5K $7.50 Direct F1
transaction NDLS Put Option (obligation to buy) Sale -$306K -3.68K -50% $82.99 3.68K Mar 13, 2023 Class A Common Stock 368K $5.00 Direct F1
transaction NDLS Put Option (obligation to buy) Sale -$339K -1.31K -50% $259.63 1.31K Mar 13, 2023 Class A Common Stock 131K $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.