CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2012

Feb 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2012-02-16

Reporting Person: Blessing Robert N Jr (Chief Development Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-16	Common Stock	M	8000	$103.79	Acquired	14000	Direct
2012-02-16	Common Stock	D	2174	$382.04	Disposed	11826	Direct
2012-02-17	Common Stock	S	826	$380	Disposed	11000	Direct
2012-02-17	Common Stock	S	5000	$382.82	Disposed	6000	Direct
2012-02-17	Common Stock	M	12000	$53.36	Acquired	18000	Direct
2012-02-17	Common Stock	D	1665	$384.70	Disposed	16335	Direct
2012-02-21	Common Stock	S	1335	$380.15	Disposed	15000	Direct
2012-02-21	Common Stock	S	8600	$383.22	Disposed	6400	Direct
2012-02-21	Common Stock	S	400	$383.93	Disposed	6000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-16	2010 Stock Appreciation Rights	$103.79	M	8000	Disposed	2017-02-16	Common Stock (8000)	Direct
2012-02-17	2009 Stock Appreciation Rights	$53.36	M	12000	Disposed	2016-02-17	Common Stock (12000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2011 Stock Appreciation Rights	$268.73	2018-02-11	Common Stock (8000)	8000	Direct
2012 Stock Appreciation Rights	$371.63	2019-02-06	Common Stock (8000)	8000	Direct

Footnotes

F1: Reflects a weighted-average price. Actual sale prices ranged from $382.40 to $383.34 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.

F2: The 8,000 2010 Stock Appreciation Rights beneficially owned by the filing person will vest on February 16,2013, subject to the filing person's continued employment through that date and to possible acceleration of vesting in certain circumstances.

F3: 4,000 of the 2011 Stock Appreciation Rights vest on 2/11/2014.

F4: 4,000 of the 2012 Stock Appreciation Rights vest on 2/6/2015.

F5: Reflects a weighted-average price. Actual sale prices ranged from $382.91 to $383.79 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.

F6: Reflects a weighted-average price. Actual sale prices ranged from $383.92 to $383.93 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.