13D Filing: James Michael Chu and Noodles & Co (NASDAQ:NDLS)

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Page 2 of 10 – SEC Filing

 

CUSIP No. 65540B105

 

 

1

Name of Reporting Persons.
J. Michael Chu

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
11,092,853*

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
11,092,853*

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
11,092,853*

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
28.1%**

 

 

14

Type of Reporting Person (See Instructions)
IN

 


 *              Represents shares of Class A Common Stock, par value $0.01 per share (the Class A Common Stock), of Noodles & Company (the Issuer) held of record by Catterton-Noodles, LLC, a Delaware limited liability company (Catterton Noodles), and Catterton Management Company, L.L.C (Catterton Management).  CP6 Management, L.L.C., a Delaware limited liability company (CP6), is the manager of Catterton Noodles.  The management of CP6 is controlled by a managing board.  J. Michael Chu is a member of the management board of CP6 and Catterton Management and as such could be deemed to share voting and dispositive control over the shares held of record by Catterton Noodles and Catterton Management and beneficially owned by Catterton Noodles and CP6.  Mr. Chu disclaims beneficial ownership of any shares of Class A Common Stock held of record or beneficially owned by Catterton Noodles or CP6.  See Item 2.

 

**          Based on 26,350,287 shares of Class A Common Stock outstanding as of February 24, 2017, plus 8,873,240 shares of Class A Common Stock issued to Mill Road on April 3, 2017 and 4,252,873 shares of Class A Common Stock issued on April 12, 2017 upon the conversion of the Issuers Series A Preferred Stock.

 

2


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