Sec Form 13D Filing - Public Sector Pension Investment Board filing for NOODLES & Co (NDLS) - 2019-12-09

NAME OF REPORTING PERSONS

Public Sector Pension Investment Board

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS:

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

Canada

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

SOLE VOTING POWER:

1,613,661 (see Item 5) (1)

SHARED VOTING POWER:

0 (see Item 5) (1)

SOLE DISPOSITIVE POWER:

1,613,661 (see Item 5) (1)

SHARED DISPOSITIVE POWER:

0 (see Item 5) (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

1,613,661 (see Item 5) (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

3.7% (see Item 5) (2)

TYPE OF REPORTING PERSON:

All shares are owned by Argentia Private Investments Inc. (“Argentia”), a wholly owned subsidiary of Public Sector Pension Investment Board (“PSP”). PSP may be deemed a beneficial owner of such shares. See Note (1) to Argentia’s cover page of this Amendment No. 7 to Schedule 13D.

See Note (2) to Argentia’s cover page of this Amendment No. 7 to Schedule 13D.

NAME OF REPORTING PERSONS

Argentia Private Investments Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS:

OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

Canada

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

SOLE VOTING POWER:

1,613,661 (see Item 5) (1)

SHARED VOTING POWER:

0 (see Item 5) (1)

SOLE DISPOSITIVE POWER:

1,613,661 (see Item 5) (1)

SHARED DISPOSITIVE POWER:

0 (see Item 5) (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:

1,613,661 (see Item 5) (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

3.7% (see Item 5) (2)

TYPE OF REPORTING PERSON:

Argentia, a wholly owned subsidiary of PSP, directly owns 1,613,661 shares of Class A Common Stock, $0.01 par value per share (“Class A Common Stock”).

Percent of Class A Common Stock calculated based on 44,122,121 shares of Class A Common Stock outstanding, as defined in Item 4 of this Amendment No. 7 to Schedule 13D, as of November 1, 2019 as disclosed on the cover page of Issuer’s Form 10-Q filed with the SEC on November 8, 2019.

Purpose of Transaction.

Interest in Securities of the Issuer.

The responses of the Reporting Person to Rows (11) through (13) of the cover pages of this Amendment No. 7 as of December 5, 2019 after giving effect to the Sale, are incorporated herein by reference. As of December 5, 2019 after giving effect to the Sale, PSP was the beneficial owner of 1,613,661 shares of Class A Common Stock (all of which are directly owned by Argentia), which represents approximately 3.7% of the number of shares of Class A Common Stock outstanding (based on 44,122,121 shares of Class A Common Stock outstanding as of November 1, 2019 as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 8, 2019.

The responses of the Reporting Person to (i) Rows (7) through (10) of the cover pages of this Amendment No. 7 and (ii) Item 5(a) hereof, in each case, as of December 5, 2019 after giving effect to Sale, are incorporated herein by reference.

None of the Reporting Persons, nor, to their knowledge any of the Scheduled Persons, has effected any transaction in Class A Common Stock since the filing of Amendment No. 6 to Schedule 13D on March 26, 2019, except as disclosed in Item 4 of this Amendment No. 7.

Not applicable.

As a result of the Sale, on December 5, 2019 the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Class A Common Stock of the Issuer.