Sec Form 4 Filing - Catterton-Noodles, LLC @ NOODLES & Co - 2017-02-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Catterton-Noodles, LLC 2. Issuer Name and Ticker or Trading Symbol NOODLES & Co [ NDLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 599 WEST PUTNAM AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2017 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 1 ) 02/09/2017 P( 2 ) 18,500 02/09/2017 ( 3 ) Class A Common Stock 4,252,873 $ 1,000 4,252,873 I ( 4 ) Catterton-Noodles, LLC Warrants to Purchase Class A Common Stock $ 4.35 02/09/2017 P( 2 ) 1,913,792 08/09/2017 02/09/2022 Class A Common Stock 1,913,792 $ 0 1,913,792 I ( 4 ) Catterton-Noodles, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Catterton-Noodles, LLC 599 WEST PUTNAM AVENUE GREENWICH, CT06830 X Dahnke Scott Arnold 599 WEST PUTNAM AVENUE GREENWICH, CT06830 X X Chu James Michael 599 WEST PUTNAM AVENUE GREENWICH, CT06830 X CP6 Management, L.L.C. 599 WEST PUTNAM AVENUE GREENWICH, CT06830 X Signatures /s/ J. Michael Chu 02/09/2017 Signature of Reporting Person Date /s/ Scott A. Dahnke 02/09/2017 Signature of Reporting Person Date /s/ Scott A. Dahnke (Authorized Person for CP6 Management, L.L.C.) 02/09/2017 Signature of Reporting Person Date /s/ Scott A. Dahnke (Authorized Person for Catterton-Noodles, LLC) 02/09/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Convertible Preferred Stock is convertible at any time at a conversion price of $4.35, or approximately 229.8850 shares of Class A Common Stock per share of Series A Convertible Preferred Stock. ( 2 )On February 8, 2017, Noodles & Company and Catterton-Noodles, LLC ("Catterton Noodles") entered into a Securities Purchase Agreement, pursuant to which Catterton Noodles acquired the securities reported on this Form 4. ( 3 )The shares of Series A Convertible Preferred Stock have no expiration date. ( 4 )The securities reported on this Form 4 are held of record by Catterton Noodles. CP Management 6, L.L.C. ("CP6") is the manager of Catterton Noodles. The management of CP6 is controlled by a managing board. J. Michael Chu and Scott A. Dahnke are the members of the management board of CP6.

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