SEC Form 4 · accession 0001209191-18-060363
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.
10% Owner
Period of report
Nov 28, 2018
Accepted (ET)
Nov 30, 2018 · 4:06 pm EST
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 per shareF1 | Nov 28, 2018 | S | 1,858,387 | $8.90 | D | 4,804,037 | D | |
| Class A Common Stock, $0.01 per shareF2 | holding | — | — | — | 15,792 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares reported are directly held 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.
- F2Mill 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 and, accordingly, Mr. Lynch has no direct pecuniary interest in 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.