FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 Holdings, LLC 2. Date of Event Requiring Statement (MM/DD/YYYY)
8/17/2020 

3. Issuer Name and Ticker or Trading Symbol NOODLES & Co [NDLS]
(Last)       (First)       (Middle)
599 WEST PUTNAM AVENUE, SUITE 200
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)
GREENWICH, CT 06831      
(City)             (State)             (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock  4606337 (1) D (1)  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to Purchase Class A Common Stock  8/9/2017  2/9/2022  Class A Common Stock  1913793.0  $4.35  I (2) (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 4,606,337 shares of Class A Common Stock.
(2)  Catterton Noodles holds warrants that are immediately exercisable for the purchase of up to 1,913,793 shares of Class A Common Stock held by Catterton Noodles. Catterton Noodles Holdings may be deemed to beneficially own such warrants.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Catterton-Noodles Holdings, LLC
599 WEST PUTNAM AVENUE
SUITE 200
GREENWICH, CT 06831

X


Signatures
Scott A. Dahnke (Authorized Person for Catterton-Noodles Holdings, LLC) 8/21/2020
**Signature of Reporting Person Date
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