SEC Form 4 · accession 0001275158-17-000081
NOODLES & Co · NDLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul J B Murphy III
Director
Period of report
Jul 10, 2017
Accepted (ET)
Jul 11, 2017 · 5:04 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 | Jul 10, 2017 | A | 150,000 | $0.00 | A | 150,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $4.10 | Jul 10, 2017 | A | 100,000 | A | — | Jul 10, 2027 | Class A Common Stock | 100,000 | 100,000 | D |
| Restricted Stock UnitsF3 | — | Jul 10, 2017 | A | 50,000 | A | — | — | Class A Common Stock | 50,000 | 50,000 | D |
Explanation of responses
- F1Award of Restricted Stock Units ("RSUs") received on July 10, 2017. Each RSU represents a right to receive one share of Noodles & Company Class A common stock. The RSUs vest in four equal annual installments beginning on July 10, 2018.
- F2These options vest 25% per year beginning one year after the transaction date.
- F3Each RSU represents a right to receive one share of Noodles & Company's Class A common stock. These restricted stock unites are subject to performance-based vesting conditions linked to Noodles & Company's share price for the period of July 10, 2017 through December 31, 2020 (the "Performance Period"). If Noodles & Company's shares attain a $15 per share average closing price for two consecutive calendar quarters or certain price targets are achieved in connection with a change in control during the Performance Period, then 100% of such RSU's granted will vest.