NOODLES & CO Filed by RILEY TIMOTHY M

Transcription

1 NOODLES & CO Filed by RILEY TIMOTHY M FORM SC 13G (Statement f Ownership) Filed 10/06/17 Address 520 ZANG ST., SUITE D BROOMFIELD, CO, Telephne CIK Symbl NDLS SIC Cde Retail-Eating Places Industry Restaurants & Bars Sectr Cnsumer Cyclicals Fiscal Year 01/03 Cpyright 2017, EDGAR Online, a divisin f Dnnelley Financial Slutins. All Rights Reserved. Distributin and use f this dcument restricted under EDGAR Online, a divisin f Dnnelley Financial Slutins, Terms f Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingtn, D.C SCHEDULE 13G Under the Securities Exchange Act f 1934 NOODLES & COMPANY (Name f Issuer) Class A Cmmn Stck (Title f Class f Securities) 65540B105 (CUSIP Number) Octber 3, 2017 (Date Of Event which Requires Filing f this Statement) Check the apprpriate bx t designate the rule pursuant t which this Schedule is filed: Rule 13d-1 x Rule 13d-1(c) Rule 13d-1(d) *The remainder f this cver page shall be filled ut fr a reprting persn s initial filing n this frm with respect t the subject class f securities, and fr any subsequent amendment cntaining infrmatin which wuld alter the disclsures prvided in a prir cver page. The infrmatin required in the remainder f this cver page shall nt be deemed t be filed fr the purpse f Sectin 18 f the Securities Exchange Act f 1934 ( Act ) r therwise subject t the liabilities f that sectin f the Act but shall be subject t all ther prvisins f the Act (hwever, see the Ntes).

3 CUSIP N B105 13G 1 NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Timthy M. Riley CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 2 (a) 3 4 SEC USE ONLY: CITIZENSHIP OR PLACE OF ORGANIZATION: U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER: 3,000,000 SHARED VOTING POWER: 14,500 SOLE DISPOSITIVE POWER: 3,000,000 SHARED DISPOSITIVE POWER: 14, AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,038,500 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.68% TYPE OF REPORTING PERSON: IN 2

4 CUSIP N B105 13G 1 NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: Angela A. Riley CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 2 (a) 3 4 SEC USE ONLY: CITIZENSHIP OR PLACE OF ORGANIZATION: U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: SOLE VOTING POWER: 24,000 SHARED VOTING POWER: 14,500 SOLE DISPOSITIVE POWER: 24,000 SHARED DISPOSITIVE POWER: 14, AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,038,500 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.68% TYPE OF REPORTING PERSON: IN 3

5 Item 1. (a) Name f Issuer: NOODLES & COMPANY Address f Issuer s Principal Executive Offices: 520 Zang Street, Suite D Brmfield, CO Item 2. (a) Name f Persn Filing: Timthy M. Riley and Angela A. Riley Address f Principal Business Office, r if Nne, Residence: P.O. Bx 2113 Darien, CT (c) Citizenship: U.S. (d) Title f Class f Securities: Class A Cmmn Stck (e) CUSIP Number: 65540B105 Item 3. If this statement is filed pursuant t Sectins d-1 r d-2 r (c), check whether the persn filing is a: (a) Brker r dealer registered under Sectin 15 f the Act (15 U.S.C. 78). Bank as defined in Sectin 3(a)(6) f the Act (15 U.S.C. 78c). (c) Insurance cmpany as defined in Sectin 3(a)(19) f the Act (15 U.S.C. 78c). (d) Investment cmpany registered under Sectin 8 f the Investment Cmpany Act f 1940 (15 U.S.C. 80a-8). (e) An investment adviser in accrdance with Sectins d-1(1)(ii)(E); (f) An emplyee benefit plan r endwment fund in accrdance with Sectin d-1(1)(ii)(F); 4

6 (g) A parent hlding cmpany r cntrl persn in accrdance with Sectin d-1(1)(ii)(G); (h) A savings assciatin as defined in Sectin 3 f the Federal Depsit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded frm the definitin f an investment cmpany under Sectin 3(c)(14) f the Investment Cmpany Act f 1940 (15 U.S.C. 80a-3); (j) Grup, in accrdance with Sectin d-1(1)(ii)(J). Item 4. Ownership. (a) Amunt beneficially wned: See the respnses t Item 9 n the attached cver pages. Percent f Class: See the respnses t Item 11 n the attached cver pages. (c) Number f shares as t which such persn has: (i) Sle pwer t vte r t direct the vte: See the respnses t Item 5 n the attached cver pages. (ii) Shared pwer t vte r t direct the vte: See the respnses t Item 6 n the attached cver pages. (iii) Sle pwer t dispse r t direct the dispsitin f: See the respnses t Item 7 n the attached cver pages. (iv) Shared pwer t dispse r t direct the dispsitin f: See the respnses t Item 8 n the attached cver pages. Item 5. Ownership f Five Percent r Less f a Class. Nt Applicable Item 6. Ownership f Mre Than Five Percent n Behalf f Anther Persn. Nt Applicable 5

7 Identificatin and Classificatin f the Subsidiary which Acquired the Security Being Reprted n By the Parent Item 7. Identificatin and Classificatin f the Subsidiary Which Acquired the Security Being Reprted n by the Parent Hlding Cmpany r Cntrl Persn. Nt Applicable Item 8. Identificatin and Classificatin f Members f the Grup. Nt Applicable Item 9. Ntice f Disslutin f Grup. Nt Applicable Item 10. Certificatins. By signing belw I certify that, t the best f my knwledge and belief, the securities referred t abve were nt acquired and are nt held fr the purpse f r with the effect f changing r influencing the cntrl f the issuer f the securities and were nt acquired and are nt held in cnnectin with r as a participant in any transactin having that purpse r effect. SIGNATURES After reasnable inquiry and t the best f my knwledge and belief, I certify that the infrmatin set frth in this statement is true, cmplete and crrect. Date: Octber 3, 2017 Signature: /s/ Timthy M. Riley Name: Timthy M. Riley Signature: /s/ Angela A. Riley Name: Angela A. Riley 6

8 Exhibit 99 AGREEMENT OF JOINT FILING In accrdance with Rule 13d-1(k) under the Securities Exchange Act f 1934, as amended, the undersigned hereby agree t the jint filing n behalf f each f them f a Statement n Schedule 13G, and any amendments theret, with respect t the Class A Cmmn Stck f Ndles & Cmpany, and that this Agreement be included as an Exhibit t such filing. This Agreement may be executed in any number f cunterparts, each f which shall be deemed t be an riginal and all f which tgether shall be deemed t cnstitute ne and the same agreement. IN WITNESS WHEREOF, each f the undersigned hereby executes this Agreement as f Octber 3, /s/ Timthy M. Riley /s/ Angela A. Riley