Mill Road Capital III, L.P. - May 18, 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
May 18, 2023
Transactions value $
$122,250
Form type
4
Date filed
5/22/2023, 05:06 PM
Previous filing
May 17, 2023
Next filing
May 24, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NDLS Class A Common Stock, $0.01 par value Exercise of in-the-money or at-the-money derivative security $28.5K +3.8K +0.26% $7.50 1.45M May 18, 2023 Direct F1
transaction NDLS Class A Common Stock, $0.01 par value Exercise of in-the-money or at-the-money derivative security $93.8K +12.5K +0.86% $7.50 1.46M May 19, 2023 Direct F1
holding NDLS Class A Common Stock, $0.01 par value 4.7M May 18, 2023 See footnote F2
holding NDLS Class A Common Stock, $0.01 par value 22.4K May 18, 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) Exercise of in-the-money or at-the-money derivative security $0 -38 -1.32% $0.00 2.85K May 18, 2023 Class A Common Stock 3.8K $7.50 Direct F1, F4
transaction NDLS Put Option (obligation to buy) Exercise of in-the-money or at-the-money derivative security $0 -125 -85.62% $0.00 21 May 19, 2023 Class A Common Stock 12.5K $7.50 Direct F1, F5
* 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.
F4 Each put option became exercisable on the date purchased, which dates range from 03/09/2023 to 04/25/2023.
F5 Each put option became exercisable on the date purchased, which dates range from 03/13/2023 to 03/14/2023.