Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Noodles & Company
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
65540B105
(CUSIP Number)
Mill Road Capital III, L.P.
Attn: Thomas E. Lynch
328 Pemberwick Road
Greenwich, CT 06831
203-987-3500
With a copy to:
Peter M. Rosenblum, Esq.
Foley Hoag LLP
155 Seaport Blvd.
Boston, MA 02210
617-832-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 30, 2023
(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 for other parties to whom copies are 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 | 13D | Page 2 of 8 Pages |
| 1. |
Names of Reporting Persons
Mill Road Capital III, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
1,491,543 | ||||
| 8. | Shared Voting Power
| |||||
| 9. | Sole Dispositive Power
1,491,543 | |||||
| 10. | Shared Dispositive Power
| |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,491,543 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.2% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 65540B105 | 13D | Page 3 of 8 Pages |
| 1. |
Names of Reporting Persons
Mill Road Capital III GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
1,491,543 | ||||
| 8. | Shared Voting Power
| |||||
| 9. | Sole Dispositive Power
1,491,543 | |||||
| 10. | Shared Dispositive Power
| |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,491,543 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.2% | |||||
| 14. | Type of Reporting Person (See Instructions)
HC; OO | |||||
| CUSIP No. 65540B105 | 13D | Page 4 of 8 Pages |
| 1. |
Names of Reporting Persons
Mill Road Capital II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 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
4,699,148 | ||||
| 8. | Shared Voting Power
| |||||
| 9. | Sole Dispositive Power
4,699,148 | |||||
| 10. | Shared Dispositive Power
| |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,699,148 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
10.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 65540B105 | 13D | Page 5 of 8 Pages |
| 1. |
Names of Reporting Persons
Mill Road Capital II GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 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
4,699,148 | ||||
| 8. | Shared Voting Power
| |||||
| 9. | Sole Dispositive Power
4,699,148 | |||||
| 10. | Shared Dispositive Power
| |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,699,148 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
10.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
HC; OO | |||||
| CUSIP No. 65540B105 | 13D | Page 6 of 8 Pages |
| 1. |
Names of Reporting Persons & #xA0; Thomas E. Lynch | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 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
22,386 | ||||
| 8. | Shared Voting Power
6,190,691 | |||||
| 9. | Sole Dispositive Power
22,386 | |||||
| 10. | Shared Dispositive Power
6,190,691 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,213,077 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
13.4% | |||||
| 14. | Type of Reporting Person (See Instructions)
HC; IN | |||||
| CUSIP No. 65540B105 | Page 7 of 8 Pages |
This Amendment No. 3 to the joint statement on Schedule 13D with respect to the Class A common stock, par value $0.01 (the “Common Stock”), of Noodles & Company, a Delaware corporation (the “Issuer”), filed by Thomas E. Lynch, Mill Road Capital II GP LLC, a Delaware limited liability company, Mill Road Capital II, L.P., a Delaware limited partnership, Mill Road Capital III GP LLC, a Cayman Islands limited liability company, and Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership (collectively, the “Reporting Persons”) on September 8, 2022, as amended by Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on March 14, 2023, as amended by Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on May 25, 2023 (such joint statement, as so amended and as amended herein, the “Schedule 13D”), further amends the Schedule 13D as follows:
1. Item 4 of the Schedule 13D shall hereby be amended by inserting the following paragraph after the first paragraph:
On May 30, 2023, Mr. Lynch was appointed to the Issuer’s Board of Directors.
2. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.
[signature pages follow]
| CUSIP No. 65540B105 | Page 8 of 8 Pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, comp lete and correct.
| DATE: | June 1, 2023 | |
| MILL ROAD CAPITAL II, L.P. | ||
| By: | Mill Road Capital II GP LLC, | |
| its General Partner | ||
| By: | /s/ Justin C. Jacobs | |
| Justin C. Jacobs | ||
| Management Committee Director | ||
| MILL ROAD CAPITAL II GP LLC | ||
| By: | /s/ Justin C. Jacobs | |
| Justin C. Jacobs | ||
| Management Committee Director | ||
| MILL ROAD CAPITAL III, L.P. | ||
| By: | Mill Road Capital III GP LLC, | |
| its General Partner | ||
| By: | /s/ Justin C. Jacobs | |
| Justin C. Jacobs | ||
| Management Committee Director | ||
| MILL ROAD CAPITAL III GP LLC | ||
| By: | /s/ Justin C. Jacobs | |
| Justin C. Jacobs | ||
| Management Committee Director | ||
| THOMAS E. LYNCH | ||
| /s/ Justin C. Jacobs | ||
| Justin C. Jacobs, attorney-in-fact | ||