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CUSIP No. 65540B105 |
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Page
7
of 9 Pages |
This Amendment No. 4 to the joint statement on Schedule 13D with respect to the
Class A common stock, par value $0.01 (the Common Stock), of Noodles & Company, a Delaware corporation (the Issuer), filed by Thomas E. Lynch, Mill Road Capital II GP LLC, a Delaware limited
liability company, Mill Road Capital II, L.P., a Delaware limited partnership, Mill Road Capital III GP LLC, a Cayman Islands limited liability company, and Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership (collectively,
the Reporting Persons) on September 8, 2022, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on March 14, 2023, as amended by Amendment No. 2 on
Schedule 13D with respect to the Common Stock filed by the Reporting Persons on May 25, 2023 and as amended by Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on June 1, 2023 (such joint
statement, as so amended and as amended herein, the Schedule 13D), further amends the Schedule 13D as follows:
1. The second paragraph
of Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:
The Fund III GP, Fund III and
Mr. Lynch acquired beneficial ownership of an aggregate of 2,070,043 shares of Common Stock for $11,197,363.16 using working capital from Fund III and the proceeds of margin loans under margin loan facilities maintained in the ordinary course
of business by Fund III with a broker on customary terms and conditions. The purchase price of shares acquired pursuant to the assignment of Put Options (as defined in Item 6) is not reduced by the premium received by the Reporting Persons upon sale
of the Put Options.
2. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Persons cover page to this
Schedule 13D, are based on a total of 46,429,174 shares of Common Stock issued and outstanding as of August 4, 2023, as reported in the Issuers quarterly report on Form 10-Q for the quarterly period
ended July 4, 2023. All of the share numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of September 15, 2023, unless otherwise indicated. The cover page to this Schedule 13D for each
Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).
Each of the Fund II GP and Fund II
beneficially owns 4,699,148 shares of Common Stock, or approximately 10.1% of the outstanding shares of Common Stock, each of the Fund III GP and Fund III beneficially owns 2,070,043 shares of Common Stock, or approximately 4.5% of the outstanding
shares of Common Stock, Mr. Lynch beneficially owns 6,821,146 shares of Common Stock, or approximately 14.7% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 6,821,146 shares of Common
Stock, or approximately 14.7% of the outstanding shares of Common Stock. None of Messrs. Jacobs, Petito and Yanagi has beneficial ownership of any shares of Common Stock.