Sec Form 4 Filing - Catterton-Noodles Holdings, LLC @ NOODLES & Co - 2020-08-27

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 Holdings, 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) X __ Other (specify below) Multiple Owners (Last) (First) (Middle) 599 WEST PUTNAM AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/27/2020 (Street) GREENWICH, CT06831 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 08/27/2020 S 1,435,000 D $ 7.85 2,787,476 ( 1 ) D ( 1 ) ( 2 )

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 Warrants to Purchase Class A Common Stock $ 4.35 08/09/2017 02/09/2022 Class A Common Stock 1,913,793 1,913,793 I Multiple Owners ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Catterton-Noodles Holdings, LLC 599 WEST PUTNAM AVENUE SUITE 200 GREENWICH, CT06831 X Multiple Owners CP6 Management, L.L.C. 599 WEST PUTNAM AVENUE GREENWICH, CT06830 X Dahnke Scott Arnold 599 WEST PUTNAM AVENUE GREENWICH, CT06830 X Chu James Michael 599 WEST PUTNAM AVENUE GREENWICH, CT06830 X Catterton-Noodles, LLC 599 WEST PUTNAM AVENUE SUITE 200 GREENWICH, CT06830 X Multiple Reporting Owners Signatures Scott A. Dahnke (Authorized Person for Catterton-Noodles Holdings, LLC) 08/28/2020 Signature of Reporting Person Date /s/ Scott A. Dahnke (Authorized Person for CP6 Management, L.L.C.) 08/28/2020 Signature of Reporting Person Date /s/ Scott A. Dahnke 08/28/2020 Signature of Reporting Person Date /s/ J. Michael Chu 08/28/2020 Signature of Reporting Person Date /s/ Scott A. Dahnke (Authorized Person for Catterton-Noodles, LLC) 08/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 27, 2020, Catterton-Noodles Holdings, LLC ("Catterton Noodles Holdings") sold 1,435,000 shares of Class A Common Stock, at a price of $7.85 per share, pursuant to a private transaction. Upon completion of the transaction, Catterton Noodles Holdings is the holder of record of 2,787,476 shares of Class A Common Stock. Catterton-Noodles, LLC ("Catterton Noodles") holds warrants that are immediately exercisable for the purchase of up to 1,913,793 shares of Class A Common Stock. CP6 Management, L.L.C. ("CP6") is the manager of each of Catterton Noodles and Catterton Noodles Holdings. The management of CP6 is controlled by a management board. J. Michael Chu and Scott A. Dahnke are the members of the management board of CP6. ( 2 )Relationship of Reporting Person(s) to the Issuer: Catterton-Noodles Holdings, LLC: 10% Owner; Catterton-Noodles, LLC: Member of 10% Owner Group; CP 6 Management, L.L.C.: 10% Owner; Dahnke, Scott Arnold: 10% Owner; Chu, James Michael: 10% Owner.

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