Mill Road entities (NASDAQ: NDLS) report 7,103-share restructuring move
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
NOODLES & Co reporting persons associated with Mill Road Capital reported updated holdings and an internal restructuring involving 7,103 Class A common shares coded as an “other” transaction. The 7,103 shares relate to restricted stock units or vested shares granted as director compensation in which the reporting persons may have an indirect pecuniary interest.
After these updates, one indirect holding shows 587,393 shares and a direct holding shows 283,267 shares, with a separate indirect position of 21,476 shares tied to director compensation arrangements. Footnotes explain that Fund II and Fund III directly hold most shares, that their general partners control voting and disposal, and that each reporting person disclaims beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Mill Road Capital III, L.P., Mill Road Capital III GP LLC, Mill Road Capital II, L.P., Mill Road Capital II GP LLC, LYNCH THOMAS E
Role
null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class A Common Stock, $0.01 par value | 7,103 | $0.00 | -- |
| holding | Class A Common Stock, $0.01 par value | -- | -- | -- |
| holding | Class A Common Stock, $0.01 par value | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock, $0.01 par value — 21,476 shares (Indirect, See footnote);
Class A Common Stock, $0.01 par value — 283,267 shares (Direct, null)
Footnotes (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. 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. 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 economic benefit 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.
Key Figures
Restructured shares: 7,103 shares
Indirect holding: 587,393 shares
Direct holding: 283,267 shares
+2 more
5 metrics
Restructured shares
7,103 shares
Other acquisition or disposition (code J), Class A Common Stock
Indirect holding
587,393 shares
Total Class A shares following transaction, indirect ownership
Direct holding
283,267 shares
Total Class A shares following transaction, direct ownership
Indirect RSU-related holding
21,476 shares
Total Class A shares following transaction tied to director compensation
Transaction price
$0.0000 per share
Price per share for 7,103-share restructuring entry
Key Terms
restricted stock units, Section 13(d) beneficial ownership, pecuniary interest, ten percent owner, +1 more
5 terms
restricted stock units financial
"Represents restricted stock units (or shares issued upon the vesting thereof) granted by the issuer as director compensation"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Section 13(d) beneficial ownership regulatory
"an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer"
pecuniary interest financial
"Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein"
ten percent owner regulatory
"is_ten_percent_owner": 1"
indirect ownership financial
"ownership_type": "indirect"
FAQ
What insider activity did Noodles & Co (NDLS) report in this Form 4?
Noodles & Co reported an internal restructuring of 7,103 Class A shares. The transaction was coded as “other” and tied to restricted stock units or vested shares from director compensation, rather than an open-market buy or sell, and updated indirect and direct ownership totals.
How are restricted stock units treated in this NDLS Form 4 filing?
Restricted stock units or vested shares granted as director compensation are reported as an indirect interest. An affiliate, Mill Road Capital Management, has the right to receive the economic benefit of these shares under a contract, while reporting persons again disclaim broader beneficial ownership.