Noodles & Company (NDLS) Form 3 NOODLES & Co / Corey Kline ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kline Corey

(Last) (First) (Middle)

520 ZANG ST., UNIT D

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2021

3. Issuer Name and Ticker or Trading Symbol
NOODLES & Co [ NDLS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP - Technology

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	34,098(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	06/27/2023	Class A Common Stock	2,423	18	D
Stock Option (Right to Buy)	(2)	05/13/2024	Class A Common Stock	2,130	31.53	D
Stock Option (Right to Buy)	(2)	03/04/2025	Class A Common Stock	2,442	18.43	D
Stock Option (Right to Buy)	(2)	05/06/2025	Class A Common Stock	4,216	16.7	D
Stock Option (Right to Buy)	(2)	11/16/2025	Class A Common Stock	6,595	10.64	D
Stock Option (Right to Buy)	(2)	08/18/2026	Class A Common Stock	6,000	6.84	D
Stock Option (Right to Buy)	(3)	06/29/2028	Class A Common Stock	2,018	12.3	D
Stock Option (Right to Buy)	(4)	06/28/2029	Class A Common Stock	3,278	7.88	D

Explanation of Responses:

1. Includes 22,972 of restricted stock units (RSUs) that have not vested. Each RSU represents a right to receive one share of Noodles & Company Class A common stock

2. These options are fully vested.

3. Includes 1,009 in vested options and 505 options that will vest on 6/29/21 and 504 options that will vest on 6/29/22.

4. Includes 820 in vested options and 820 options that will vest on 6/28/21 and 819 options that will vest on 6/28/22 and 6/28/23.

Remarks:

	/s/ Melissa Heidman, attorney in fact	03/11/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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