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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-19	Common Stock	M	10000	$53.36	Acquired	143837	Direct
2011-05-19	Common Stock	D	1899	$281.12	Disposed	141938	Direct
2011-05-20	Common Stock	S	8101	$279.44	Disposed	133837	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-19	2009 Stock Appreciation Rights	$53.36	M	10000	Disposed	2016-02-17	Common Stock (10000)	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.