Amended Statement of Beneficial Ownership (sc 13d/a)
August 28 2020 - 04:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Name of Issuer)
|
Class
A Common Stock, par value $0.01 per share |
(Title of Class of Securities)
(CUSIP Number)
|
David McPherson
Catterton-Noodles, LLC
c/o Catterton Management Company, L.L.C.
599 West Putnam Avenue
Greenwich, CT 06830
Chief Legal Officer
(203) 629-4901
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box.
¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7(b) for other parties to whom copies are to be
sent.
| * |
|
The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page. |
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 65540B105
|
1 |
|
NAME OF REPORTING PERSONS.
J. Michael Chu
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) o (b) x
|
|
3 |
|
SEC USE ONLY
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5 |
|
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ¨
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
0
|
|
|
8 |
|
SHARED VOTING POWER
4,751,741*
|
|
|
9 |
|
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
|
SHARED DISPOSITIVE POWER
4,751,741*
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,751,741*
|
|
12 |
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%**
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
| |
|
|
|
* |
Consists of (i) 2,787,476 shares of Class A Common Stock, par
value $0.01 per share (“Class A Common Stock”), of Noodles &
Company (the “Issuer”) held of record by Catterton-Noodles
Holdings, LLC, a Delaware limited liability company (“Catterton
Noodles Holdings”), (ii) warrants held by Catterton-Noodles, LLC, a
Delaware limited liability company (“Catterton Noodles”), which are
immediately exercisable for the purchase of up to 1,913,793 shares
of Class A Common Stock at a price per share of $4.35, and (iii)
50,472 shares of Class A Common Stock held of record by Catterton
Management Company, L.L.C., a Delaware limited liability company
(“Catterton Management”). CP6 Management, L.L.C., a Delaware
limited liability company (“CP6”), is the manager of each of
Catterton Noodles Holdings and Catterton Noodles. The management of
CP6 is controlled by a managing board. J. Michael Chu is a member
of the management board of CP6 and Catterton Management. By virtue
of these relationships, Mr. Chu may be deemed to share voting and
dispositive control over the shares held of record by Catterton
Noodles Holdings, Catterton Noodles, and Catterton Management. Mr.
Chu disclaims beneficial ownership of any shares of Class A Common
Stock held of record or beneficially owned by CP6, Catterton
Noodles Holdings, Catterton Noodles, and Catterton Management. |
|
** |
The percentage is calculated based upon 46,268,604 outstanding
shares of Class A Common Stock, which was derived from the sum of
(i) 44,354,811 outstanding shares of Class A Common Stock as
disclosed on the cover page of the Issuer’s Form 10-Q for the
quarterly period ended June 30, 2020, and (ii) outstanding
warrants, which are immediately exercisable for the purchase of up
to 1,913,793 shares Class A Common Stock. |
CUSIP No. 65540B105
|
1 |
|
NAME OF REPORTING PERSONS.
Scott A. Dahnke
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) o (b) x
|
|
3 |
|
SEC USE ONLY
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5 |
|
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ¨
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
0
|
|
|
8 |
|
SHARED VOTING POWER
4,751,741*
|
|
|
9 |
|
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
|
SHARED DISPOSITIVE POWER
4,751,741*
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,751,741*
|
|
12 |
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%**
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
|
|
|
* |
Consists of (i) 2,787,476 shares of Class A Common Stock held
of record by Catterton Noodles Holdings, (ii) warrants held by
Catterton Noodles, which are immediately exercisable for the
purchase of up to 1,913,793 shares of Class A Common Stock at a
price per share of $4.35, and (iii) 50,472 shares of Class A Common
Stock held of record by Catterton Management. CP6 Management is the
manager of each of Catterton Noodles Holdings and Catterton
Noodles. The management of CP6 is controlled by a managing board.
Scott A. Dahnke is a member of the management board of CP6 and
Catterton Management. By virtue of these relationships, Mr. Dahnke
may be deemed to share voting and dispositive control over the
shares held of record by Catterton Noodles Holdings, Catterton
Noodles, and Catterton Management. Mr. Dahnke disclaims beneficial
ownership of any shares of Class A Common Stock held of record or
beneficially owned by CP6, Catterton Noodles Holdings, Catterton
Noodles, and Catterton Management. |
|
** |
The percentage is calculated based upon 46,268,604 outstanding
shares of Class A Common Stock, which was derived from the sum of
(i) 44,354,811 outstanding shares of Class A Common Stock as
disclosed on the cover page of the Issuer’s Form 10-Q for the
quarterly period ended June 30, 2020, and (ii) outstanding
warrants, which are immediately exercisable for the purchase of up
to 1,913,793 shares Class A Common Stock. |
CUSIP No. 65540B105
|
1 |
|
NAME OF REPORTING PERSONS.
CP6 Management, L.L.C.
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) o (b) ¨
|
|
3 |
|
SEC USE ONLY
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5 |
|
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ¨
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
0
|
|
|
8 |
|
SHARED VOTING POWER
4,701,269*
|
|
|
9 |
|
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
|
SHARED DISPOSITIVE POWER
4,701,269*
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,701,269*
|
|
12 |
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%**
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
| |
|
|
|
* |
Consists of (i) 2,787,476 shares of Class A Common Stock held
of record by Catterton Noodles Holdings and (ii) warrants held by
Catterton Noodles, which are immediately exercisable for the
purchase of up to 1,913,793 shares of Class A Common Stock at a
price per share of $4.35. |
|
** |
The percentage is calculated based upon 46,268,604 outstanding
shares of Class A Common Stock, which was derived from the sum of
(i) 44,354,811 outstanding shares of Class A Common Stock as
disclosed on the cover page of the Issuer’s Form 10-Q for the
quarterly period ended June 30, 2020, and (ii) outstanding
warrants, which are immediately exercisable for the purchase of up
to 1,913,793 shares Class A Common Stock. |
CUSIP No. 65540B105
|
1 |
|
NAME OF REPORTING PERSONS.
Catterton-Noodles Holdings, LLC
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) o (b) ¨
|
|
3 |
|
SEC USE ONLY
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5 |
|
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ¨
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
0
|
|
|
8 |
|
SHARED VOTING POWER
4,701,269*
|
|
|
9 |
|
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
|
SHARED DISPOSITIVE POWER
4,701,269*
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,701,269*
|
|
12 |
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%**
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
| |
|
|
|
* |
Consists of (i) 2,787,476 of Class A Common Stock held of
record by Catterton Noodles and (ii) warrants held by Catterton
Noodles, which are immediately exercisable for the purchase of up
to 1,913,793 shares of Class A Common Stock at a price per share of
$4.35. |
|
** |
The percentage is calculated based upon 46,268,604 outstanding
shares of Class A Common Stock, which was derived from the sum of
(i) 44,354,811 outstanding shares of Class A Common Stock as
disclosed on the cover page of the Issuer’s Form 10-Q for the
quarterly period ended June 30, 2020, and (ii) outstanding
warrants, which are immediately exercisable for the purchase of up
to 1,913,793 shares Class A Common Stock. |
CUSIP No. 65540B105
|
1 |
|
NAME OF REPORTING PERSONS.
Catterton-Noodles, LLC
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) o (b) ¨
|
|
3 |
|
SEC USE ONLY
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
|
5 |
|
CHECK IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) ¨
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7 |
|
SOLE VOTING POWER
0
|
|
|
8 |
|
SHARED VOTING POWER
1,913,793*
|
|
|
9 |
|
SOLE DISPOSITIVE POWER
0
|
|
|
10 |
|
SHARED DISPOSITIVE POWER
1,913,793*
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,913,793*
|
|
12 |
|
CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%**
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
| |
|
|
|
* |
Consists of warrants held by Catterton Noodles, which are
immediately exercisable for the purchase of up to 1,913,793 shares
of Class A Common Stock at a price per share of $4.35. |
|
** |
The percentage is calculated based upon 46,268,604 outstanding
shares of Class A Common Stock, which was derived from the sum of
(i) 44,354,811 outstanding shares of Class A Common Stock as
disclosed on the cover page of the Issuer’s Form 10-Q for the
quarterly period ended June 30, 2020, and (ii) outstanding
warrants, which are immediately exercisable for the purchase of up
to 1,913,793 shares Class A Common Stock. |
EXPLANATORY NOTE
This Amendment No. 7 (“Amendment No. 7”) amends (i) the statement
on Schedule 13D filed with the Securities and Exchange Commission
(the “SEC”) on February 9, 2017 (the “Original Schedule 13D”), (ii)
Amendment No. 1 to the Original Schedule 13D filed with the SEC on
April 12, 2017 (“Amendment No. 1”), (iii) Amendment No. 2 to the
Original Schedule 13D filed with the SEC on July 30, 2018
(“Amendment No. 2”) and (iv) Amendment No. 3 to the Original
Schedule 13D filed with the SEC on August 2, 2018 (“Amendment No.
3”); (v) Amendment No. 4 to the Original Schedule 13D filed with
the SEC on November 29, 2018 (“Amendment No. 4”); (vi) Amendment
No. 5 to the Original Schedule 13D filed with the SEC on August 19,
2020 (“Amendment No. 5”); (vi) and Amendment No. 6 to the Original
Schedule 13D filed with the SEC on August 26, 2020 (“Amendment No.
6” and, together with the Original Schedule 13D, Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5
and this Amendment No. 7, the “Schedule 13D”). The Original
Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, Amendment No. 5, and Amendment No. 6 remain in
full force and effect, except as specifically amended by this
Amendment No. 7. The Schedule 13D relates to shares of the Class A
Common Stock of the Issuer.
Item 5. Interest in Securities of the Issuer.
|
(a)-(c) |
On August 27, 2020, Catterton Noodles Holdings, LLC sold
1,435,000 shares of Class A Common Stock, at a price of $7.85 per
share, pursuant to a private transaction. |
Upon completion of the transaction, Catterton Noodles Holdings is
the record holder of 2,787,476 shares of Class A Common Stock and
Catterton Noodles holds warrants that are immediately exercisable
for the purchase of up to 1,913,793 shares of Class A Common Stock
at a price per share of $4.35.
Catterton Noodles Holdings is the sole member of Catterton Noodles.
By virtue of this relationship, Catterton Noodles Holdings is
deemed to beneficially own 4,701,269 shares of Class A Common Stock
in the aggregate, including the shares held of record by Catterton
Noodles Holdings and the warrants held by Catterton Noodles.
CP6 is the manager of each of Catterton Noodles Holdings and
Catterton Noodles. By virtue of these relationships, CP6 is deemed
to beneficially own 4,701,269 shares of Class A Common Stock in the
aggregate, including the shares held of record by Catterton Noodles
Holdings and the warrants held by Catterton Noodles.
The management of CP6 and Catterton Management is controlled by a
managing board. J. Michael Chu and Scott A. Dahnke are members of
the management board. By virtue of these relationship, Mr. Chu and
Mr. Dahnke may be deemed to share voting and dispositive control
over the shares held of record by Catterton Noodles Holdings and
the shares issuable upon exercise of the warrants held by Catterton
Noodles. In addition, Mr. Chu and Mr. Dahnke may be deemed to
beneficially own an additional 50,472 shares of Class A Common
Stock directly owned by Catterton Management. As a result, Mr. Chu
and Mr. Dahnke may be deemed to beneficially own 4,751,741 shares
of Class A Common Stock in the aggregate. Mr. Chu and Mr. Dahnke
disclaim beneficial ownership of any shares of Class A Common Stock
held of record or beneficially owned by CP6, Catterton Management,
Catterton Noodles Holdings and Catterton Noodles.
Based on 46,268,604 outstanding shares of Class A Common Stock,
which was derived from the sum of (i) 44,354,811 outstanding shares
of Class A Common Stock as disclosed on the cover page of the
Issuer’s Form 10-Q for the quarterly period ended June 30, 2020 and
(ii) outstanding warrants, which are immediately exercisable for
1,913,793 shares Class A Common Stock, (A) Catterton Noodles
beneficially owned shares of Class A Common Stock representing
approximately 4.1% of the Class A Common Stock, (B) Catterton
Noodles Holdings and CP6 beneficially owned shares of Class A
Common Stock representing approximately 10.2% of the Class A Common
Stock and (C) Mr. Chu and Mr. Dahnke may be deemed to have
beneficially owned shares of Class A Common Stock representing
approximately 10.3% of the Class A Common Stock.
SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned’s knowledge and belief, each of the undersigned,
severally and not jointly, certified that the information set forth
in this statement is true, complete and correct.
Dated: August 28, 2019
| |
J. Michael Chu |
| |
|
|
|
| |
By: |
/s/ J. Michael Chu |
| |
|
|
|
| |
|
|
|
| |
Scott A. Dahnke |
| |
|
|
|
| |
By: |
/s/ Scott A. Dahnke |
| |
|
|
| |
|
|
| |
CP6 Management, L.L.C. |
| |
|
|
|
| |
|
|
|
| |
By: |
/s/ Scott A.
Dahnke |
| |
|
Name: |
Scott
A. Dahnke |
| |
|
Title: |
Authorized
Person |
| |
|
|
|
| |
Catterton–Noodles Holdings, LLC |
| |
|
|
|
| |
|
|
|
| |
By: |
/s/ Scott A.
Dahnke |
| |
|
Name: |
Scott
A. Dahnke |
| |
|
Title: |
Authorized
Person |
| |
|
|
|
| |
Catterton–Noodles, LLC |
| |
|
|
|
| |
|
|
|
| |
By: |
/s/ Scott A.
Dahnke |
| |
|
Name: |
Scott
A. Dahnke |
| |
|
Title: |
Authorized
Person |
