SEC Form 4 · accession 0001104659-17-023095
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
Apr 12, 2017
Accepted (ET)
Apr 12, 2017 · 4:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001275158
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Apr 12, 2017 | C | 4,252,873 | — | A | 11,087,757 | D |
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,F2,F1,F3 | — | Apr 12, 2017 | C | 18,500 | D | Feb 9, 2017 | — | Class A Common Stock | 4,252,873 | 0 | D |
Explanation of responses
- F1Pursuant to its rights under the Securities Purchase Agreement by and among the Company and Catterton-Noodles, LLC ("Catterton Noodles"), the Company issued a conversion notice causing all shares of Series A Convertible Preferred Stock ("Preferred Stock") held by Catterton Noodles to be automatically converted into shares of the Company's Class A Common Stock, effective April 12, 2017. Each share of Preferred Stock is convertible at a conversion price of $4.35, or approximately 229.8850 shares of Class A Common Stock per share of Preferred Stock.
- F2The securities reported on this Form 4 are held of record by Catterton Noodles. CP6 Management, L.L.C. ("CP6") is the manager of Catterton Noodles. The management of CP6 is controlled by a management board. J. Michael Chu and Scott A. Dahnke are the members of the management board of CP6.
- F3The shares of Preferred Stock have no expiration date.
- F4Not applicable.