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*
Catterton-Noodles Holdings, LLC

(Last) (First) (Middle)
599 WEST PUTNAM AVENUE
SUITE 200

(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) X Other (specify below)
Multiple Owners
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2020
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 08/27/2020 S 1,435,000 D $7.85 2,787,476(1) D(1)(2)
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
Warrants to Purchase Class A Common Stock $4.35 08/09/2017 02/09/2022 Class A Common Stock 1,913,793 1,913,793 I Multiple Owners(1)(2)
1. Name and Address of Reporting Person*
Catterton-Noodles Holdings, LLC

(Last) (First) (Middle)
599 WEST PUTNAM AVENUE
SUITE 200

(Street)
GREENWICH CT 06831

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CP6 Management, L.L.C.

(Last) (First) (Middle)
599 WEST PUTNAM AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dahnke Scott Arnold

(Last) (First) (Middle)
599 WEST PUTNAM AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Chu James Michael

(Last) (First) (Middle)
599 WEST PUTNAM AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Catterton-Noodles, LLC

(Last) (First) (Middle)
599 WEST PUTNAM AVENUE
SUITE 200

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. On August 27, 2020, Catterton-Noodles Holdings, LLC ("Catterton Noodles Holdings") sold 1,435,000 shares of Class A Common Stock, at a price of $7.85 per share, pursuant to a private transaction. Upon completion of the transaction, Catterton Noodles Holdings is the holder of record of 2,787,476 shares of Class A Common Stock. Catterton-Noodles, LLC ("Catterton Noodles") holds warrants that are immediately exercisable for the purchase of up to 1,913,793 shares of Class A Common Stock. CP6 Management, L.L.C. ("CP6") is the manager of each of Catterton Noodles and Catterton Noodles Holdings. The management of CP6 is controlled by a management board. J. Michael Chu and Scott A. Dahnke are the members of the management board of CP6.
2. Relationship of Reporting Person(s) to the Issuer: Catterton-Noodles Holdings, LLC: 10% Owner; Catterton-Noodles, LLC: Member of 10% Owner Group; CP 6 Management, L.L.C.: 10% Owner; Dahnke, Scott Arnold: 10% Owner; Chu, James Michael: 10% Owner.
Remarks:
Scott A. Dahnke (Authorized Person for Catterton-Noodles Holdings, LLC) 08/28/2020
/s/ Scott A. Dahnke (Authorized Person for CP6 Management, L.L.C.) 08/28/2020
/s/ Scott A. Dahnke 08/28/2020
/s/ J. Michael Chu 08/28/2020
/s/ Scott A. Dahnke (Authorized Person for Catterton-Noodles, LLC) 08/28/2020
** 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 4 (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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