CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2012

Feb 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2012-02-09

Reporting Person: Hartung Jack (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-09	Common Stock	M	5000	$102.65	Acquired	24782	Direct
2012-02-09	Common Stock	D	1364	$376.49	Disposed	23418	Direct
2012-02-10	Common Stock	S	3636	$372.93	Disposed	19782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-23	2008 Stock Appreciation Rights	$102.65	M	5000	Disposed	2015-02-20	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Sotck	148	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2009 Stock Appreciation Rights	$53.36	2016-02-17	Common Stock (27800)	27800	Direct
2010 Stock Appreciation Rights	$103.79	2017-02-16	Common Stock (50000)	50000	Direct
2011 Stock Appreciation Rights	$268.73	2018-02-11	Common Stock (25000)	25000	Direct
2012 Stock Appreciation Rights	$371.63	2019-02-06	Common Stock (25000)	25000	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: 25,000 of the 2010 Stock Appreciation Rights vest on 2/16/2013.

F3: 12,500 of the 2011 Stock Appreciation Rights vest on 2/11/2014.

F4: 12,500 of the 2012 Stock Appreciation Rights vest on 2/6/2015.