Sec Form 4 Filing - Mill Road Capital III, L.P. @ NOODLES & Co - 2022-09-22

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 Mill Road Capital III, L.P. 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) 382 GREENWICH AVENUE, SUITE ONE 3. Date of Earliest Transaction (MM/DD/YY) 09/22/2022 (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 Class A Common Stock, $0.01 par value 09/22/2022 P 32,612 A $ 4.5396 849,442 D( 1 ) Class A Common Stock, $0.01 par value 09/23/2022 P 10,244 A $ 4.5095 859,686 D( 1 ) Class A Common Stock, $0.01 par value 09/26/2022 P 31,265 A $ 4.6004 890,951 D( 1 ) Class A Common Stock, $0.01 par value 4,699,148 I See footnote( 2 ) Class A Common Stock, $0.01 par value 22,386 I See footnote( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mill Road Capital III, L.P. 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT06830 X Mill Road Capital III GP LLC 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT06830 X Mill Road Capital II, L.P. 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT06830 X Mill Road Capital II GP LLC 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT06830 X LYNCH THOMAS E 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT06830 X X Signatures /s/ Thomas E. Lynch, Management Committee Director of sole general partner on behalf of Mill Road Capital III, L.P. 09/26/2022 Signature of Reporting Person Date /s/ Thomas E. Lynch, Management Committee Director on behalf of Mill Road Capital III GP LLC 09/26/2022 Signature of Reporting Person Date /s/ Thomas E. Lynch, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. 09/26/2022 Signature of Reporting Person Date /s/ Thomas E. Lynch, Management Committee Director on behalf of Mill Road Capital II GP LLC 09/26/2022 Signature of Reporting Person Date /s/ Thomas E. Lynch 09/26/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares reported are directly held by Mill Road Capital III, L.P. ("Fund III"). Mr. Lynch is a management committee director of Mill Road Capital III GP LLC, which is the sole general partner of Fund III and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund III. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. ( 2 )The shares reported are directly held by Mill Road Capital II, L.P. ("Fund II"). Mr. Lynch is a management committee director of Mill Road Capital II GP LLC, which is the sole general partner of Fund II and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of Fund II. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any. ( 3 )Represents restricted stock units (or shares issued upon the vesting thereof) granted by the issuer as director compensation, in which the Reporting Persons may have an indirect pecuniary interest. 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 economicbenefit of the reported shares pursuant to a contractual obligation with the holder of 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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