CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2011

May 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2011-05-13

Reporting Person: Hartung Jack (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-13	Common Stock	M	5000	$53.36	Acquired	24782	Direct
2011-05-13	Common Stock	D	952	$280.40	Disposed	23830	Direct
2011-05-16	Common Stock	S	4048	$277	Disposed	19782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-13	2009 Stock Appreciation Rights - Right to Purchase	$53.36	M	5000	Disposed	2016-02-17	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	148	Indirect

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.