SEC Form 4 · accession 0001209191-17-032346
NOODLES & Co · NDLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Thomas E Lynch
Director · 10% Owner
Scott Scharfman
10% Owner
Mill Road Capital II GP LLC
10% Owner
Mill Road Capital II, L.P.
Director · 10% Owner
Period of report
May 11, 2017
Accepted (ET)
May 15, 2017 · 4:44 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 Stock, $0.01 par valueF1 | May 11, 2017 | A | 10,416 | $0.00 | A | 10,416 | D | |
| Class A Common Stock, $0.01 par valueF2 | holding | — | — | — | 8,873,240 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Grant of Restricted Stock Units ("RSUs") to Mr. Lynch as compensation for serving as a member of the issuer's board of directors. Each RSU represents the right to receive one share of the issuer's Class A common stock, and the RSUs were fully vested on the date of grant. The right to receive the economic value of the RSUs has been assigned to Mill Road Capital Management LLC, an affiliate of the Reporting Persons. Mill Road Capital Management LLC does not have beneficial ownership 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.
- F2The shares reported are directly beneficially owned by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Remarks
Mill Road Capital II, L.P., Mill Road Capital II GP LLC and Messrs. Lynch and Scharfman are ten percent beneficial owners of the issuer. Mr. Lynch is also a director of the issuer.