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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PUBLIC SECTOR PENSION INVESTMENT BOARD 1250 RENE-LEVESQUE BLVD WEST, SUITE 900 MONTREAL, A8 H3B 4W8 |
X | |||
Argentia Private Investments Inc. C/O PUBLIC SECTOR PENSION INVESTMENT BD. 1250 RENE LEVESQUE BLVD. WEST, SUITE 900 MONTREAL, A8 H3B 4W8 |
X | |||
Dufresne Francois C/O NOODLES & COMPANY 520 ZANG STREET, SUITE D BROOMFIELD, CO 80021 |
X |
/s/ Frederic Despars, Senior Vice President and Chief Legal Officer | 08/03/2016 | |
**Signature of Reporting Person | Date | |
/s/ Guthrie Stewart, Senior Vice President, Global Head of Private Investment | 08/03/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This grant to Francois Dufresne is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-3(d) of the Exchange Act, as the Restricted Stock Units ("RSUs") were granted pursuant to a plan approved by the board of directors of Noodles & Company (the "Company"). |
(2) | Mr. Dufresne is legally obligated to direct the shares to Argentia Private Investments Inc., which constitute half of Mr. Dufresne's annual compensation for serving as a member of the Company's board of directors. Mr. Dufresne has no direct pecuniary interest in the shares. Each RSU represents the right to receive one share of the Company's Class A common stock, and the RSUs settled in shares of the Company's Class A common stock on the date of the grant. |
(3) | Not applicable. |
(4) | Shares are owned directly by Argentia Private Investments Inc., which is a wholly owned subsidiary of Public Sector Pension Investment Board ("PSPIB"). PSPIB is an indirect beneficial owner of the reported securities. |
(5) | Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
Remarks: Exhibit 99.1 - Joint Filer Information, filed herewith and incorporated by reference herein. |