Headlands Capital Amends Stake in Noodles & Co
Ticker: NDLS · Form: SC 13D/A · Filed: Apr 18, 2024 · CIK: 1275158
Sentiment: neutral
Topics: activist-investor, sec-filing, ownership-change
Related Tickers: NDLS
TL;DR
Headlands Capital just updated their Noodles & Co filing - something's up.
AI Summary
On April 18, 2024, Headlands Capital Management, LLC, along with David E. Park III and David Gelobter, filed an amendment to their Schedule 13D. This filing indicates a change in beneficial ownership of NOODLES & COMPANY (NDLS) common stock. The filing does not specify the exact percentage of shares owned or the dollar amount involved, but it signifies an active interest in the company by these entities.
Why It Matters
This amendment signals a potential shift in the shareholder landscape for Noodles & Company, which could influence future strategic decisions or market perception.
Risk Assessment
Risk Level: medium — Amendments to Schedule 13D filings often indicate increased or changed activist investor interest, which can lead to volatility.
Key Players & Entities
- Headlands Capital Management, LLC (company) — Filing entity
- David E. Park III (person) — Group member
- David Gelobter (person) — Group member
- NOODLES & COMPANY (company) — Subject company
FAQ
What specific changes in beneficial ownership are detailed in this amendment?
The filing is an amendment to a Schedule 13D, indicating a change in beneficial ownership, but the specific details of the change (e.g., number of shares, percentage) are not explicitly stated in the provided text.
Who are the primary filers or group members associated with this Schedule 13D amendment?
The primary filers and group members are Headlands Capital Management, LLC, David E. Park III, and David Gelobter.
What is the CUSIP number for NOODLES & COMPANY's Class A common stock?
The CUSIP number for NOODLES & COMPANY's Class A common stock is 65540B105.
When was this Schedule 13D/A filing submitted?
This Schedule 13D/A filing was submitted on April 18, 2024.
What is the business address of NOODLES & COMPANY?
The business address of NOODLES & COMPANY is 520 ZANG ST., SUITE D, BROOMFIELD, CO 80021.
Filing Stats: 1,599 words · 6 min read · ~5 pages · Grade level 10.2 · Accepted 2024-04-18 18:55:19
Key Financial Figures
- $0.01 — ssuer) Class A common stock, par value $0.01 per share (Title of Class of Securitie
- $1,523,643 — gregate purchase price of approximately $1,523,643. The payment of the aggregate purchase
- $1.19 — r Share High/Low 4/18/2024 500,000 $1.19 $1.2000 - $1.1800 4/16/2024 176,343
- $1.2000 — re High/Low 4/18/2024 500,000 $1.19 $1.2000 - $1.1800 4/16/2024 176,343 $1.35 N
- $1.1800 — w 4/18/2024 500,000 $1.19 $1.2000 - $1.1800 4/16/2024 176,343 $1.35 N/A 4/15/2
- $1.35 — $1.2000 - $1.1800 4/16/2024 176,343 $1.35 N/A 4/15/2024 56,263 $1.52 $1.5500
- $1.52 — 176,343 $1.35 N/A 4/15/2024 56,263 $1.52 $1.5500 - $1.4900 4/12/2024 65,037
- $1.5500 — $1.35 N/A 4/15/2024 56,263 $1.52 $1.5500 - $1.4900 4/12/2024 65,037 $1.53 $1
- $1.4900 — /A 4/15/2024 56,263 $1.52 $1.5500 - $1.4900 4/12/2024 65,037 $1.53 $1.5500 - $1
- $1.53 — $1.5500 - $1.4900 4/12/2024 65,037 $1.53 $1.5500 - $1.5000 4/11/2024 23,341
- $1.5000 — 00 4/12/2024 65,037 $1.53 $1.5500 - $1.5000 4/11/2024 23,341 $1.54 $1.5500 - $1
- $1.54 — $1.5500 - $1.5000 4/11/2024 23,341 $1.54 $1.5500 - $1.5000 4/10/2024 5,359 $
- $1.50 — 4 $1.5500 - $1.5000 4/10/2024 5,359 $1.50 N/A 4/3/2024 35,268 $1.82 $1.8400
- $1.82 — 4 5,359 $1.50 N/A 4/3/2024 35,268 $1.82 $1.8400 - $1.7700 4/2/2024 155,980
- $1.8400 — 9 $1.50 N/A 4/3/2024 35,268 $1.82 $1.8400 - $1.7700 4/2/2024 155,980 $1.80 $1
Filing Documents
- ef20027209_sc13da.htm (SC 13D/A) — 139KB
- 0001140361-24-020570.txt ( ) — 141KB
of the Schedule 13D is hereby amended and supplemented to include the following
Item 3 of the Schedule 13D is hereby amended and supplemented to include the following: From March 25, 2024 through April 18, 2024, the Partnership acquired 1,079,476 shares of Common Stock in open market purchase transactions for an aggregate purchase price of approximately $1,523,643. The payment of the aggregate purchase price was funded by working capital of the Partnership. Item 5. Interest in Securities of the Issuer. Items 5 (a)-(c) are hereby amended and restated as follows: (a) and (b) Calculation of the percentage of Common Stock beneficially owned is based upon 45,309,984 shares of Common Stock of the Issuer outstanding as of March 20, 2024 as disclosed in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 28, 2024. The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. The Partnership directly holds 3,496,576 shares of Common Stock representing approximately 7.7% of the outstanding Common Stock of the Issuer. HCM, as the general partner of the Partnership, may be deemed to beneficially own the shares of Common Stock directly held by the Partnership. Each of Mr. Park, as a Senior Managing Member and Mr. Gelobter, as Member of HCM, may be deemed beneficially own the shares of Common Stock beneficially owned by the Partnership. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities E
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 18, 2024 HEADLANDS STRATEGIC OPPORTUNITIES FUND, LP By: Headlands Capital Management, LLC, its general partner By: /s/ David E. Park III Name: David E. Park III Title: Senior Managing Member HEADLANDS CAPITAL MANAGEMENT, LLC By: /s/ David E. Park III Name: David E. Park III Title: Senior Managing Member By: /s/ David E. Park III Name: David E. Park III By: /s/ David Gelobter Name: David Gelobter Annex A Purchases of Common Stock by Reporting Persons since the filing of the initial Schedule 13D with the Securities and Exchange Commission on March 22, 2024, each of which was purchased by Headlands Strategic Opportunities Fund, LP and was purchased in the open market: Transaction Date Number of Shares Purchased Price Per Share Price Range per Share High/Low 4/18/2024 500,000 $1.19 $1.2000 - $1.1800 4/16/2024 176,343 $1.35 N/A 4/15/2024 56,263 $1.52 $1.5500 - $1.4900 4/12/2024 65,037 $1.53 $1.5500 - $1.5000 4/11/2024 23,341 $1.54 $1.5500 - $1.5000 4/10/2024 5,359 $1.50 N/A 4/3/2024 35,268 $1.82 $1.8400 - $1.7700 4/2/2024 155,980 $1.80 $1.8100 - $1.7900 4/1/2024 6,552 $1.85 N/A 3/28/2024 300 $1.85 N/A 3/27/2024 1,900 $1.85 $1.8500 - $1.8300 3/26/2024 30,131 $1.85 $1.9000 - $1.8005 3/25/2024 23,002 $1.87 $1.9000 - $1.8500 The Reporting Persons undertake to provide, upon request of the staff of the Securities and Exchange Commission, full information regarding the number of shares of Common Stock purchased at each separate price within the price ranges set forth on the table above.