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CUSIP No. 65540B105
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Page 6 of 7 Pages
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This Amendment No. 3 to the joint statement on Schedule 13D with respect to the Class A common stock, par value $0.01 per share (the
Common Stock
), of Noodles & Company, a Delaware corporation (the
Issuer
), filed by Mill Road Capital II, L.P., a Delaware limited partnership (the
Fund
), Mill Road Capital II GP LLC,
a Delaware limited liability company (the
GP
), Thomas E. Lynch and Scott P. Scharfman (collectively, the
Reporting Persons
) on March 23, 2017, as amended by Amendment No. 1 to Schedule 13D with respect
to the Common Stock filed by the Reporting Persons on April 19, 2017 and as amended by Amendment No. 2 to Schedule 13D with respect to the Common Stock filed by the Reporting Persons on July 30, 2018 (such joint statement, as amended
herein, the
Schedule 13D
), amends the Schedule 13D as follows:
1.
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Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as
follows:
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Item 5. Interest
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in Securities of the Issuer
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(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 43,922,066 shares of Common Stock issued and outstanding as of October 17, 2018, as reported in the Issuers preliminary prospectus supplement filed pursuant to Rule
424(b)(2) on October 23, 2018. All of the share numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of November 30, 2018, 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 Reporting Persons
(other than Mr. Lynch) beneficially owns 4,804,037 shares of Common Stock, or approximately 10.9% of the outstanding shares of Common Stock, Mr. Lynch beneficially owns 4,819,829 shares of Common Stock, or approximately 11.0% of the
outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 4,819,829 shares of Common Stock, or approximately 11.0% of the outstanding shares of Common Stock. Neither Mr. Jacobs nor Mr. Yanagi has
beneficial ownership of any shares of Common Stock.
(c) Except as otherwise described in this
Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock from October 1, 2018 (the date 60 days prior to the filing of this Schedule 13D) to November 30,
2018:
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Date of Sale
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Shares
Sold
(#)
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Avg. Sale Price
per Share
($)
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11/28/2018
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1,858,387
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8.900
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The above listed transaction was conducted in the ordinary course of business on the open market for cash, and
the sale price does not reflect brokerage commissions paid.
2.
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Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and
effect.
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[signature page follows]