SEC Form SC 13D/A filed by Noodles & Company (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Noodles & Company
(Name of Issuer)

Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)

65540B105
(CUSIP Number)

Hoak Public Equities, L.P.
3963 Maple Avenue, Suite 450
Dallas, Texas 75219
(214) 855-2284
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 22, 2024
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* This calculation is based upon 44,989,714 shares of Class A Common Stock, $0.01 par value per share (“Common Stock”) of Noodles & Company (the “Issuer”) outstanding as of March 01, 2024 as disclosed on the Issuer’s Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 08, 2024.

* This calculation is based upon 44,989,714 shares of Common Stock of the Issuer outstanding as of March 01, 2024 as disclosed on the Issuer’s Form 10-K filed with the SEC on March 08, 2024.

* This calculation is based upon 44,989,714 shares of Common Stock of the Issuer outstanding as of March 01, 2024 as disclosed on the Issuer’s Form 10-K filed with the SEC on March 08, 2024.

* Includes (1) 3,227,731 shares of Common Stock of the Issuer held directly by Hoak Public Equities, L.P., (2) 200,000 shares of Common Stock of the Issuer held by J. Hale Hoak (of which 100,000 shares of Common Stock are held in the name of J. Hale Hoak Child’s Trust), and (3) 200,000 shares of Common Stock of the Issuer held by Zierk Family 2010 Irrevocable Trust, of which J. Hale Hoak serves as trustee. 

** This calculation is based upon 44,989,714 shares of Common Stock of the Issuer outstanding as of March 01, 2024 as disclosed on the Issuer’s Form 10-K filed with the SEC on March 08, 2024.

* Includes (1) 3,227,731 shares of Common Stock of the Issuer held directly by Hoak Public Equities, L.P., and (2) 650,000 shares of Common Stock of the Issuer held in the James M. Hoak Jr. IRA. 

** This calculation is based upon 44,989,714 shares of Common Stock of the Issuer outstanding as of March 01, 2024 as disclosed on the Issuer’s Form 10-K filed with the SEC on March 08, 2024.

* This calculation is based upon 44,989,714 shares of Common Stock of the Issuer outstanding as of March 01, 2024 as disclosed on the Issuer’s Form 10-K filed with the SEC on March 08, 2024.

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on June 23, 2023 (the “Original 13D”) as amended by Amendment No. 1 to Schedule 13D filed with the SEC on August 17, 2023 (“Amendment No. 1”, and together with the Original 13D and Amendment No. 2, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original 13D.

This Amendment No. 2 is being filed to make amendments to the Schedule 13D as follows:

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The total amount of funds used for the purchase of Common Stock by HPE was $12,802,401.60. All of the shares of Common Stock beneficially owned by HPE were paid for using working capital of HPE. Hoak Management and Hoak & Co. do not directly hold any Common Stock but may be deemed to beneficially own the Common Stock owned by HPE.

Each of James M. Hoak, Jr. and J. Hale Hoak may also be deemed to beneficially own the Common Stock owned by HPE. The total amount of funds used for the purchase of the remaining Common Stock reported by James M. Hoak, Jr., was $2,432,492.87 (all such 650,000 shares held in the James M. Hoak, Jr. IRA), such shares being paid for using personal funds. The total amount of funds used for the purchase of the Common Stock reported by the Zierk Trust was $622,823.06. J. Hale Hoak (in his capacity as trustee of the Zierk Trust) may also be deemed to beneficially own the Common Stock owned by the Zierk Trust. The total amount of funds used for the purchase of the remaining Common Stock reported by J. Hale Hoak (of which 100,000 shares are held in J. Hale Hoak Child’s Trust), was $612,319.37, such shares being paid for using personal funds.

Item 5 of the Schedule 13D is hereby amended by amending and replacing in their entirety each of Items 5(a) and 5(c) as follows:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: March 26, 2024

Schedule A

Transactions – Last 60 Days