CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2012

Apr 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2012-04-12

Reporting Person: Hartung Jack (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-12	Common Stock	M	10000	$103.79	Acquired	29782	Direct
2012-04-13	Common Stock	D	2396	$433.22	Disposed	27386	Direct
2012-04-13	Common Stock	S	536	$433.28	Disposed	26850	Direct
2012-04-13	Common Stock	S	2002	$434.24	Disposed	24848	Direct
2012-04-13	Common Stock	S	3766	$435.31	Disposed	21082	Direct
2012-04-13	Common Stock	S	1300	$436.07	Disposed	19782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-12	2010 Stock Appreciation Rights	$103.79	M	10000	Disposed	2017-02-16	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Sotck	148	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: Reflects a weighted-average price. Actual sale prices ranged from $432.67 to $433.65 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 $433.82 to $434.76 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 $434.85 to $435.78 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.

F5: Reflects a weighted-average price. Actual sale prices ranged from $435.88 to $436.33 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: The 25,000 2010 Stock Appreciation Rights remaining beneficially owned by the filing person vest on 2/16/2013.

F7: 12,500 of the 2011 Stock Appreciation Rights vest on 2/11/2014.

F8: 12,500 of the 2012 Stock Appreciation Rights vest on 2/6/2015.