Mill Road Capital III, L.P. - Mar 14, 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 14, 2023
Transactions value $: -$299,660
Form type: 4
Date filed: 3/16/2023, 07:52 PM
Previous filing: Mar 13, 2023
Next filing: Mar 21, 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 14, 2023	Direct	F1
holding	NDLS	Class A Common Stock, $0.01 par value						4.7M	Mar 14, 2023	See footnote	F2
holding	NDLS	Class A Common Stock, $0.01 par value						22.4K	Mar 14, 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	-$1.06K	-4	-50%	$263.75	4	Mar 14, 2023	Class A Common Stock	400	$7.50	Direct	F1
transaction	NDLS	Put Option (obligation to buy)	Sale	-$299K	-1.17K	-50%	$255.00	1.17K	Mar 14, 2023	Class A Common Stock	117K	$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. ("Fund II"). Mr. Lynch is a management committee director of Mill Road Capital II GP LLC, which 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 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.