0001209191-22-042166.txt : 20220714 0001209191-22-042166.hdr.sgml : 20220714 20220714180817 ACCESSION NUMBER: 0001209191-22-042166 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220712 FILED AS OF DATE: 20220714 DATE AS OF CHANGE: 20220714 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LYNCH THOMAS E CENTRAL INDEX KEY: 0001244666 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 221083802 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital II GP LLC CENTRAL INDEX KEY: 0001550728 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 221083803 BUSINESS ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital III, L.P. CENTRAL INDEX KEY: 0001767199 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 221083806 BUSINESS ADDRESS: STREET 1: C/O MILL ROAD CAPITAL MANAGEMENT LLC STREET 2: 382 GREENWICH AVENUE, SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: C/O MILL ROAD CAPITAL MANAGEMENT LLC STREET 2: 382 GREENWICH AVENUE, SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital II, L.P. CENTRAL INDEX KEY: 0001550729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 221083804 BUSINESS ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: 382 GREENWICH AVE. STREET 2: SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mill Road Capital III GP LLC CENTRAL INDEX KEY: 0001767178 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35987 FILM NUMBER: 221083805 BUSINESS ADDRESS: STREET 1: C/O MILL ROAD CAPITAL MANAGEMENT LLC STREET 2: 382 GREENWICH AVENUE, SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: C/O MILL ROAD CAPITAL MANAGEMENT LLC STREET 2: 382 GREENWICH AVENUE, SUITE ONE CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NOODLES & Co CENTRAL INDEX KEY: 0001275158 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 841303469 FISCAL YEAR END: 0103 BUSINESS ADDRESS: STREET 1: 520 ZANG ST., SUITE D CITY: BROOMFIELD STATE: CO ZIP: 80021 BUSINESS PHONE: 720-214-1906 MAIL ADDRESS: STREET 1: 520 ZANG ST., SUITE D CITY: BROOMFIELD STATE: CO ZIP: 80021 FORMER COMPANY: FORMER CONFORMED NAME: NOODLES & CO DATE OF NAME CHANGE: 20040102 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-07-12 0 0001275158 NOODLES & Co NDLS 0001767199 Mill Road Capital III, L.P. 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001767178 Mill Road Capital III GP LLC 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001550729 Mill Road Capital II, L.P. 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001550728 Mill Road Capital II GP LLC 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 0 0 1 0 0001244666 LYNCH THOMAS E 382 GREENWICH AVENUE SUITE ONE GREENWICH CT 06830 1 0 1 0 Class A Common Stock, $0.01 par value 2022-07-12 4 P 0 143221 4.6709 A 468143 D Class A Common Stock, $0.01 par value 2022-07-14 4 P 0 2435 4.59 A 470578 D Class A Common Stock, $0.01 par value 4699148 I See footnote Class A Common Stock, $0.01 par value 22386 I See footnote 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. 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. 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. /s/ Eric Yanagi, Management Committee Director of sole general partner on behalf of Mill Road Capital III, L.P. 2022-07-14 /s/ Eric Yanagi, Management Committee Director on behalf of Mill Road Capital III GP LLC 2022-07-14 /s/ Eric Yanagi, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. 2022-07-14 /s/ Eric Yanagi, Management Committee Director on behalf of Mill Road Capital II GP LLC 2022-07-14 /s/ Eric Yanagi on behalf of Thomas E. Lynch by power of attorney 2022-07-14 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated
Justin C. Jacobs and Eric Yanagi, each acting singly, to execute and file on the
undersigned's behalf all Forms 3, 4 and 5 and Schedules 13D and 13G (including
any amendments thereto) that the undersigned may be required to file with the
U.S. Securities and Exchange Commission as a result of the undersigned's
ownership of or transactions in securities of Noodles & Company, a Delaware
corporation.  The authority of Justin C. Jacobs and Eric Yanagi under this
Statement shall continue until the undersigned is no longer required to file any
of Forms 3, 4 and 5 and Schedules 13D and 13G with regard to the undersigned's
ownership of or transactions in securities of Noodles & Company, unless earlier
revoked in writing.  The undersigned acknowledges that Justin C. Jacobs and Eric
Yanagi are not assuming any of the undersigned's responsibilities to comply with
Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.

Dated:  July 7, 2022	 /s/ Thomas E. Lynch
	Thomas E. Lynch