Mill Road Capital II Form 4 NOODLES & Co / THOMAS E LYNCH ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mill Road Capital III, L.P.

(Last) (First) (Middle)

328 PEMBERWICK ROAD

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2023

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, $0.01 par value	11/17/2023		X		17,800	A	$5	2,266,143	D(1)
Class A Common Stock, $0.01 par value								4,699,148	I	See footnote(2)
Class A Common Stock, $0.01 par value								51,955	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Put Option (obligation to buy)	$5	11/17/2023		X			178	(4)	11/17/2023	Class A Common Stock	17,800	$0.00	0	D(1)

1. Name and Address of Reporting Person^*

Mill Road Capital III, L.P.

(Last) (First) (Middle)

328 PEMBERWICK ROAD

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mill Road Capital III GP LLC

(Last) (First) (Middle)

328 PEMBERWICK ROAD

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mill Road Capital II, L.P.

(Last) (First) (Middle)

328 PEMBERWICK ROAD

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mill Road Capital II GP LLC

(Last) (First) (Middle)

328 PEMBERWICK ROAD

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LYNCH THOMAS E

(Last) (First) (Middle)

328 PEMBERWICK ROAD

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

Explanation of Responses:

1. The shares reported are directly held by Mill Road Capital III, L.P. ("Fund III"). Mr. Lynch is a management committee director of Mill Road Capital III GP LLC, which is the sole general partner of Fund III and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund III. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

2. The shares reported are directly held by Mill Road Capital II, L.P. ("Fund II"). Mr. Lynch is a management committee director of Mill Road Capital II GP LLC, which is the sole general partner of Fund II and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund II. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

3. Represents restricted stock units (or shares issued upon the vesting thereof) granted by the issuer as director compensation, in which the Reporting Persons may have an indirect pecuniary interest. Mill 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 pursuant to a contractual obligation with the holder of 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.

4. Each put option became exercisable on the date purchased, which dates range from 03/09/2023 to 03/13/2023.

Remarks:

	/s/ Justin C. Jacobs, Management Committee Director of sole general partner on behalf of Mill Road Capital III, L.P.	11/21/2023
	/s/ Justin C. Jacobs, Management Committee Director on behalf of Mill Road Capital III GP LLC	11/21/2023
	/s/ Justin C. Jacobs, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P.	11/21/2023
	/s/ Justin C. Jacobs, Management Committee Director on behalf of Mill Road Capital II GP LLC	11/21/2023
	/s/ Justin C. Jacobs on behalf of Thomas E. Lynch by power of attorney	11/21/2023
	** Signature of Reporting Person	Date
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