4//SEC Filing
Mill Road Capital II, L.P. 4
Accession 0001209191-18-044450
CIK 0001275158other
Filed
Jul 29, 8:00 PM ET
Accepted
Jul 30, 5:46 PM ET
Size
11.7 KB
Accession
0001209191-18-044450
Insider Transaction Report
Form 4
NOODLES & CoNDLS
Mill Road Capital II GP LLC
10% Owner
Transactions
- Sale
Class A Common Stock, $0.01 par value
2018-07-26$9.50/sh−1,823,353$17,321,854→ 7,049,887 total
Holdings
- 15,792(indirect: See footnote)
Class A Common Stock, $0.01 par value
LYNCH THOMAS E
Director10% Owner
Transactions
- Sale
Class A Common Stock, $0.01 par value
2018-07-26$9.50/sh−1,823,353$17,321,854→ 7,049,887 total
Holdings
- 15,792(indirect: See footnote)
Class A Common Stock, $0.01 par value
Mill Road Capital II, L.P.
10% Owner
Transactions
- Sale
Class A Common Stock, $0.01 par value
2018-07-26$9.50/sh−1,823,353$17,321,854→ 7,049,887 total
Holdings
- 15,792(indirect: See footnote)
Class A Common Stock, $0.01 par value
Scharfman Scott
10% Owner
Transactions
- Sale
Class A Common Stock, $0.01 par value
2018-07-26$9.50/sh−1,823,353$17,321,854→ 7,049,887 total
Holdings
- 15,792(indirect: See footnote)
Class A Common Stock, $0.01 par value
Footnotes (3)
- [F1]Represents shares that Mill Road Capital II, L.P. (the "Fund") agreed to sell, subject to specified closing conditions, pursuant to an underwriting agreement, dated as of July 26, 2018, by and among the issuer, the Fund, the other selling stockholders named therein, and Jefferies LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as representatives of the underwriters, in connection with a public offering of the issuer's Class A common stock.
- [F2]The shares reported are directly held by the Fund. Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
- [F3]Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Lynch has no direct pecuniary interest in such shares. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
Documents
Issuer
NOODLES & Co
CIK 0001275158
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001550729
Filing Metadata
- Form type
- 4
- Filed
- Jul 29, 8:00 PM ET
- Accepted
- Jul 30, 5:46 PM ET
- Size
- 11.7 KB