SEC Form 4/A · accession 0001275158-18-000056
NOODLES & Co · NDLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Scott Arnold Dahnke
Director · 10% Owner
Period of report
May 16, 2018
Accepted (ET)
May 25, 2018 · 4:37 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 | May 16, 2018 | J | 10,752 | $0.00 | A | 35,078 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This grant 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").
- F2Grant of RSUs to Catterton Management Company, L.L.C., constituting half of Scott Dahnke's and Andrew Taub's annual compensation for serving as members of the Company's board of directors, which Mr. Dahnke and Mr. Taub were legally obligated to direct to Catterton Management Company, L.L.C. Mr. Taub 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. Mr. Dahnke may be deemed to share voting and dispositive power with respect to the securities held by Catterton Management Company, L.L.C. Mr. Dahnke expressly disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
- F3This amended Form 4 is filed to correct an administrative error in the reported amount of securities acquired. The amount of securities beneficially owned following the reported transaction has been updated accordingly.