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CHIPOTLE MEXICAN GRILL INC Director's Dealing 2011

May 27, 2011

29999_dirs_2011-05-27_db26afe0-27a9-4414-9897-6382810b0c7b.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: 2011-05-26

Reporting Person: Moran Montgomery F (Director, Co-Chief Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-26 Common Stock M 12500 $53.36 Acquired 146337 Direct
2011-05-26 Common Stock D 2294 $290.88 Disposed 144043 Direct
2011-05-27 Common Stock S 1000 $288.75 Disposed 143043 Direct
2011-05-27 Common Stock S 6500 $290.31 Disposed 136543 Direct
2011-05-27 Common Stock S 2706 $291.08 Disposed 133837 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-26 2009 Stock Appreciation Rights $53.36 M 12500 Disposed 2016-02-17 Common Stock (12500) 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 $288.57 to $289.18 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 $289.62 to $290.61 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: Reflects a weighted-average price. Actual sale prices ranged from $290.63 to $291.55 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.