SEC Form 4 · accession 0001104659-17-007860
NOODLES & Co · NDLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
James Michael Chu
10% Owner
Scott Arnold Dahnke
Director · 10% Owner
CP6 Management, L.L.C.
10% Owner
Catterton-Noodles, LLC
10% Owner
Period of report
Feb 9, 2017
Accepted (ET)
Feb 9, 2017 · 5:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001275158
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF4,F1,F3 | — | Feb 9, 2017 | P | 18,500 | A | Feb 9, 2017 | — | Class A Common Stock | 4,252,873 | 4,252,873 | I |
| Warrants to Purchase Class A Common StockF4 | $4.35 | Feb 9, 2017 | P | 1,913,792 | A | Aug 9, 2017 | Feb 9, 2022 | Class A Common Stock | 1,913,792 | 1,913,792 | I |
Explanation of responses
- F1Each share of Series A Convertible Preferred Stock is convertible at any time at a conversion price of $4.35, or approximately 229.8850 shares of Class A Common Stock per share of Series A Convertible Preferred Stock.
- F2On February 8, 2017, Noodles & Company and Catterton-Noodles, LLC ("Catterton Noodles") entered into a Securities Purchase Agreement, pursuant to which Catterton Noodles acquired the securities reported on this Form 4.
- F3The shares of Series A Convertible Preferred Stock have no expiration date.
- F4The securities reported on this Form 4 are held of record by Catterton Noodles. CP Management 6, L.L.C. ("CP6") is the manager of Catterton Noodles. The management of CP6 is controlled by a managing board. J. Michael Chu and Scott A. Dahnke are the members of the management board of CP6.