Headlands Capital Boosts Noodles Stake to 10.5%

Ticker: NDLS · Form: SC 13D/A · Filed: Jul 2, 2024 · CIK: 1275158

Sentiment: neutral

Topics: 13d-filing, ownership-change, activist-investor

Related Tickers: NDLS

TL;DR

Headlands Capital now owns 10.5% of Noodles & Co (4.5M shares) - filing amendment #2.

AI Summary

On July 2, 2024, Headlands Capital Management, LLC, along with David E. Park III and David Gelobter, filed an amendment (No. 2) to their Schedule 13D regarding Noodles & Company. This filing indicates a change in beneficial ownership, with Headlands Capital Management, LLC now holding 10.5% of the company's Class A common stock, amounting to 4,500,000 shares.

Why It Matters

This filing signals increased investor interest and potential strategic moves by Headlands Capital Management in Noodles & Company, which could influence the company's stock performance and future direction.

Risk Assessment

Risk Level: medium — Changes in significant beneficial ownership can lead to increased volatility and potential activist investor actions.

Key Numbers

Key Players & Entities

FAQ

What is the total number of shares of Class A common stock beneficially owned by the filing group?

The filing group beneficially owns 4,500,000 shares of Class A common stock.

What percentage of the Class A common stock does the filing group now own?

The filing group now owns 10.5% of the Class A common stock.

Who are the named group members in this filing?

The named group members are David E. Park III, David Gelobter, and Headlands Strategic Opportunities Fund, LP.

What is the filing date of this amendment?

This amendment was filed on July 2, 2024.

What is the primary business of the subject company, Noodles & Company?

Noodles & Company operates in the RETAIL-EATING PLACES sector, SIC code 5812.

Filing Stats: 1,677 words · 7 min read · ~6 pages · Grade level 7.2 · Accepted 2024-07-02 17:03:40

Key Financial Figures

Filing Documents

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 May 9, 2024 through June 28, 2024, the Partnership acquired 800,000 shares of Common Stock in open market purchase transactions for an aggregate purchase price of approximately $1,351,274.00. 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 45,346,349 shares of Common Stock of the Issuer outstanding as of May 6, 2024 as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 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 4,296,576 shares of Common Stock representing approximately 9.5% 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 Exchange

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. July 2, 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 during the prior 60 days, 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 Low/High 6/28/2024 47,531 $1.68 $1.5700 - $1.8750 6/28/2024 500,000 $1.58 $1.5700 - $1.8750 6/27/2024 25,972 $1.87 $1.8100 - $1.9050 6/26/2024 10,460 $1.99 $1.9150 - $2.0500 6/25/2024 7,856 $2.04 $2.0200 - $2.0500 6/21/2024 1,167 $2.05 $2.0350 - $2.0500 6/20/2024 2,998 $2.03 $2.0050 - $2.0500 6/18/2024 1,179 $2.04 $2.0350 - $2.0500 6/17/2024 3,304 $1.99 $1.9100 - $2.0500 6/14/2024 23,564 $1.90 $1.8100 - $2.0300 6/13/2024 4,197 $2.04 $2.0200 - $2.0500 6/11/2024 9,570 $1.97 $1.8414 - $2.0500 6/10/2024 4,154 $1.90 $1.8750 - $1.9500 6/7/2024 6,656 $1.97 $1.9400 - $2.0400 6/6/2024 7,682 $1.96 $1.9300 - $1.9800 6/5/2024 6,899 $1.95 $1.8800 - $1.9950 6/4/2024 5,159 $1.90 $1.8617 - $1.9450 6/3/2024 8,710 $1.92 $1.8244 - $1.9700 5/31/2024 17,513 $1.86 $1.8178 - $1.9000 5/30/2024 14,827 $1.86 $1.8250 - $1.8900 5/29/2024 21,049 $1.81 $1.7900 - $1.8250 5/28/2024 20,632 $1.88 $1.8100 - $1.9200 5/24/2024 6,989 $1.86 $1.8300 - $1.9100 5/23/2024 23,221 $1.85 $1.7800 - $2.0350 5/22/2024 6,170 $2.01 $1.9750 - $2.0500

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