Amended Statement of Beneficial Ownership (3/a)
August 26 2020 - 4:17PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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
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1. Name and Address of Reporting Person
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Catterton-Noodles Holdings, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
8/17/2020
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3. Issuer Name and Ticker or Trading Symbol
NOODLES & Co [NDLS]
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(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)
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(Street)
GREENWICH, CT 06831
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) 8/21/2020
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 4222476 (1) | D (1) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 4,222,476 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. |
Remarks: This Form 3/A is being filed solely to correct the number of shares held of record by Catterton Noodles Holdings following the Distribution. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Catterton-Noodles Holdings, LLC 599 WEST PUTNAM AVENUE SUITE 200 GREENWICH, CT 06831 |
| X |
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Signatures
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Scott A. Dahnke (Authorized Person for Catterton-Noodles Holdings, LLC) | | 8/26/2020 |
**Signature of Reporting Person | Date |
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