CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2012

Jan 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2012-01-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-05	Common Stock	M	16000	$102.65	Acquired	149837	Direct
2012-01-05	Common Stock	D	4687	$350.48	Disposed	145150	Direct
2012-01-06	Common Stock	S	11313	$348	Disposed	133837	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-05	2008 Stock Appreciation Rights	$102.65	M	16000	Disposed	2015-02-20	Common Stock (16000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2009 Stock Appreciation Rights	$53.36	2016-02-17	Common Stock (85000)	85000	Direct
2010 Stock Appreciation Rights	$103.79	2017-02-16	Common Stock (150000)	150000	Direct
2011 Stock Appreciation Rights	$268.73	2018-02-21	Common Stock (75000)	75000	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: 75,000 of the 2009 Stock Appreciation Rights vest on 2/17/2012.

F3: 75,000 of the 2010 Stock Appreciation Rights vest on 2/16/2013.

F4: 37,500 of the 2011 Stock Appreciation Rights vest on 2/11/2014.