Mill Road Capital III, L.P. - May 15, 2025 Form 4 Insider Report for NOODLES & Co (NDLS)

Role
10%+ Owner
Signature
/s/ Thomas E. Lynch, Management Committee Director of sole general partner on behalf of Mill Road Capital III, L.P.
Stock symbol
NDLS
Transactions as of
May 15, 2025
Transactions value $
$0
Form type
4
Date filed
5/19/2025, 02:27 PM
Previous filing
Jan 22, 2025
SEC
View on sec.gov

Reporting Owners (5)

Name Relationship Address Signature Signature date CIK
Mill Road Capital III, L.P. 10%+ Owner 328 PEMBERWICK ROAD, GREENWICH /s/ Thomas E. Lynch, Management Committee Director of sole general partner on behalf of Mill Road Capital III, L.P. 2025-05-19 0001767199
Mill Road Capital III GP LLC 10%+ Owner 328 PEMBERWICK ROAD, GREENWICH /s/ Thomas E. Lynch, Management Committee Director on behalf of Mill Road Capital III GP LLC 2025-05-19 0001767178
Mill Road Capital II, L.P. 10%+ Owner 328 PEMBERWICK ROAD, GREENWICH /s/ Thomas E. Lynch, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. 2025-05-19 0001550729
Mill Road Capital II GP LLC 10%+ Owner 328 PEMBERWICK ROAD, GREENWICH /s/ Thomas E. Lynch, Management Committee Director on behalf of Mill Road Capital II GP LLC 2025-05-19 0001550728
LYNCH THOMAS E Director, 10%+ Owner 328 PEMBERWICK ROAD, GREENWICH /s/ Thomas E. Lynch 2025-05-19 0001244666

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NDLS Class A Common Stock, $0.01 par value Other $0 +36K +45.58% $0.00 115K May 15, 2025 See footnote F3
holding NDLS Class A Common Stock, $0.01 par value 2.27M May 15, 2025 Direct F1
holding NDLS Class A Common Stock, $0.01 par value 4.7M May 15, 2025 See footnote F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.