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CHIPOTLE MEXICAN GRILL INC Director's Dealing 2011

Jun 30, 2011

29999_dirs_2011-06-30_ebe8ec8d-6dbd-41b8-9862-ac29021411aa.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: 2011-06-28

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-06-28 Common Stock M 10000 $53.36 Acquired 143837 Direct
2011-06-28 Common Stock M 20000 $102.65 Acquired 163837 Direct
2011-06-28 Common Stock D 8582 $301.46 Disposed 155255 Direct
2011-06-28 Common Stock S 9523 $301.91 Disposed 145732 Direct
2011-06-28 Common Stock S 9749 $303.95 Disposed 135983 Direct
2011-06-28 Common Stock S 2146 $304.70 Disposed 133837 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-06-28 2009 Stock Appreciation Rights $53.36 M 10000 Disposed 2016-02-17 Common Stock (10000) Direct
2011-06-28 2008 Stock Appreciation Rights $102.65 M 20000 Disposed 2015-02-20 Common Stock (20000) 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 $301 to $302.5 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 $303.60 to $304.56 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 $304.62 to $304.79 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.