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CHIPOTLE MEXICAN GRILL INC Director's Dealing 2011

Jul 5, 2011

29999_dirs_2011-07-05_ce593663-2d68-4d33-a83a-fbc5200c8fb9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2011-06-30

Reporting Person: Ells Steve (Director, Chairman & Co-CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-06-30 Common Stock M 50000 $53.36 Acquired 296802 Direct
2011-07-01 Common Stock D 16654 $308.19 Disposed 280148 Direct
2011-07-01 Common Stock S 13346 $306.43 Disposed 266802 Direct
2011-07-01 Common Stock S 20000 $307.39 Disposed 246802 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-06-30 2008 Stock Appreciation Rights $102.65 M 50000 Disposed 2015-02-20 Common Stock (50000) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
2009 Stock Appreciation Rights $53.36 2016-02-17 Common Stock (75000) 75000 Direct

Footnotes

F1: These stock appreciation rights exercises and sales were executed under the terms of a Sales Plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

F2: Reflects a weighted-average price. Actual sale prices ranged from $305.94 to $306.75 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.

F3: Reflects a weighted-average price. Actual sale prices ranged from $306.94 to $307.80 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.

F4: Previous Form 4's filed on the filing person's behalf inadvertently omitted 75,000 unvested stock appreciation rights from the Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) column.