CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2011

May 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2011-05-19

Reporting Person: Hartung Jack (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-19	Common Stock	M	2800	$53.36	Acquired	22582	Direct
2011-05-19	Common Stock	M	2200	$102.65	Acquired	24782	Direct
2011-05-19	Common Stock	D	1336	$281.12	Disposed	23446	Direct
2011-05-20	Common Stock	S	3664	$279.44	Disposed	19782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-19	2009 Stock Appreciation Rights	$53.36	M	2800	Disposed	2016-02-17	Common Stock (2800)	Direct
2011-05-19	2008 Stock Appreciation Rights	$102.65	M	2200	Disposed	2015-02-20	Common Stock (2200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	148	Indirect