NDLS Noodles and Company

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Catterton-Noodles, LLC	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 Reporting Owners
(Last)          (First)          (Middle) 599 WEST PUTNAM AVENUE, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 8/17/2020
(Street) GREENWICH, CT 06830 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 8/19/2020	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	8/17/2020		J(1)		2002511	D	$0	4222476 (1)	I (1)(2)	Multiple Owners (1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Class A Common Stock	$4.35							8/9/2017	2/9/2022	Class A Common Stock	1913793.0		1913793	D (1)(2)

Explanation of Responses:
(1)	On August 17, 2020, Catterton-Noodles, LLC ("Catterton Noodles") made a pro rata distribution of 6,224,987 shares of Class A Common Stock, constituting all of the shares of Class A Common Stock for which it was the holder of record, to its members (the "Distribution"). Upon completion of the Distribution, Catterton-Noodles Holdings, LLC ("Catterton Noodles Holdings") is the holder of record of 4,222,476 shares of Class A Common Stock. 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, 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: This Form 4/A is being filed solely to correct the number of shares held of record by Catterton Noodles Holdings following the Distribution.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Catterton-Noodles, LLC 599 WEST PUTNAM AVENUE SUITE 200 GREENWICH, CT 06830		X		Multiple Reporting Owners
CP6 Management, L.L.C. 599 WEST PUTNAM AVENUE GREENWICH, CT 06830		X
Dahnke Scott Arnold 599 WEST PUTNAM AVENUE GREENWICH, CT 06830		X
Chu James Michael 599 WEST PUTNAM AVENUE GREENWICH, CT 06830		X

Signatures
/s/ Scott A. Dahnke (Authorized Person for Catterton-Noodles, LLC)		8/26/2020
**Signature of Reporting Person		Date
/s/ Scott A. Dahnke (Authorized Person for CP6 Management, L.L.C.)		8/26/2020
**Signature of Reporting Person		Date
/s/ Scott A. Dahnke		8/26/2020
**Signature of Reporting Person		Date
/s/ J. Michael Chu		8/26/2020
**Signature of Reporting Person		Date