SEC Form 4 · accession 0001275158-18-000074
NOODLES & Co · NDLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David James Boennighausen
Officer — Chief Executive Officer · Director
Period of report
Jun 29, 2018
Accepted (ET)
Jul 3, 2018 · 6:43 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 | Jun 29, 2018 | A | 14,227 | $0.00 | A | 81,160 | D | |
| Class A Common StockF2 | Jun 30, 2018 | F | 2,899 | $12.30 | D | 78,261 | 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)F3 | $12.30 | Jun 29, 2018 | A | 25,233 | A | — | Jun 29, 2028 | Class A Common Stock | 25,233 | 25,233 | D |
| Restricted Stock UnitsF4 | — | Jun 29, 2018 | A | 13,157 | A | — | — | Class A Common Stock | 13,157 | 13,157 | D |
Explanation of responses
- F1Award of Restricted Stock Units ("RSUs") received on June 29th, 2018. 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 June 29th, 2019.
- F2Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings due upon vesting of Restricted Stock Units granted to the Reporting Person on January 16, 2018. The shares surrendered were valued based on most recent the closing price of the common stock of the Issuer on the date of surrender.
- F3These options vest in four equal annual installments beginning on June 29th, 2019.
- F4Each RSU represents a right to receive one share of Noodles & Company's Class A common stock. These restricted stock units are subject to performance-based vesting conditions linked to Noodles & Company's Same Store Sales and Adjusted EBITDA targets through December 31, 2020 (the "Performance Period").