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| CUSIP No. 65540B105 | | | | Page 7 of 11 Pages |
| Item 1. | Security and Issuer |
This joint statement on Schedule 13D relates to the Class A common stock, par value $0.01 (the “Common Stock”), of Noodles & Company, a Delaware corporation (the “Issuer”), and amends and restates the Fund II 13D (as defined below). The address of the Issuer’s principal executive offices is 520 Zang Street, Suite D, Broomfield, Colorado 80021.
| Item 2. | Identity and Background |
(a) This joint statement on Schedule 13D is being filed by Thomas E. Lynch, Mill Road Capital II GP LLC, a Delaware limited liability company (the “Fund II GP”), Mill Road Capital II, L.P., a Delaware limited partnership (“Fund II”), Mill Road Capital III GP LLC, a Cayman Islands limited liability company (the “Fund III GP”), and Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership (“Fund III”). Each of the foregoing is referred to in this Schedule 13D as a “Reporting Person” and, collectively, as the “Reporting Persons.” Mr. Lynch, Justin C. Jacobs and Eric Yanagi are the management committee directors of the Fund II GP and the Fund III GP and, in this capacity, are referred to in this Schedule 13D as the “Managers.” The Fund II GP is the sole general partner of Fund II, and the Fund III GP is the sole general partner of Fund III. Mr. Lynch has shared authority to vote and dispose of the shares of Common Stock reported in this Schedule 13D.
The Reporting Persons have entered into a Joint Filing Agreement dated September 8, 2022, a copy of which is filed as Exhibit 1 to this Schedule 13D, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(b) The business address of Mr. Lynch, and the address of the principal business and the principal office of the Fund II GP, the Fund III GP, Fund II and Fund III, is 382 Greenwich Avenue, Suite One, Greenwich, CT 06830. The business address of Mr. Jacobs is 7448 NE 4th Court, Miami, FL 33138. The business address of Mr. Yanagi is 400 Oyster Point Blvd, Suite 526, South San Francisco, CA 94080.
(c) The principal business of the Fund II GP is acting as the sole general partner of Fund II and the principal business of the Fund III GP is acting as the sole general partner of Fund III. The principal business of each of Fund II and Fund III is investing in securities. The present principal occupation or employment of each Manager is as a management committee director of the Fund II GP, the Fund III GP and Mill Road Capital Management LLC, a Delaware limited liability company (the “Management Company”), which provides advisory and administrative services to the Fund II GP and the Fund III GP and is located at 382 Greenwich Avenue, Suite One, Greenwich, Connecticut 06830.
(d) None of the Managers, the Fund II GP, the Fund III GP, Fund II and Fund III has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Managers, the Fund II GP, the Fund III GP, Fund II and Fund III was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.
