SEC Form 4 · accession 0001140361-16-074712
NOODLES & Co · NDLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Aug 1, 2016
Accepted (ET)
Aug 3, 2016 · 8:01 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 StockF2,F3,F4,F5 | Aug 1, 2016 | J | 2,548 | — | A | 6,744,760 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This grant to Francois Dufresne is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3(d) of the Exchange Act, as the Restricted Stock Units ("RSUs") were granted pursuant to a plan approved by the board of directors of Noodles & Company (the "Company").
- F2Mr. Dufresne is legally obligated to direct the shares to Argentia Private Investments Inc., which constitute half of Mr. Dufresne's annual compensation for serving as a member of the Company's board of directors. Mr. Dufresne has no direct pecuniary interest in the shares. Each RSU represents the right to receive one share of the Company's Class A common stock, and the RSUs settled in shares of the Company's Class A common stock on the date of the grant.
- F3Not applicable.
- F4Shares are owned directly by Argentia Private Investments Inc., which is a wholly owned subsidiary of Public Sector Pension Investment Board ("PSPIB"). PSPIB is an indirect beneficial owner of the reported securities.
- F5Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
Remarks
Exhibit 99.1 - Joint Filer Information, filed herewith and incorporated by reference herein.