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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-16	Common Stock	M	10000	$53.36	Acquired	143837	Direct
2012-02-16	Common Stock	D	1397	$382.04	Disposed	142440	Direct
2012-02-17	Common Stock	S	603	$380	Disposed	141837	Direct
2012-02-17	Common Stock	S	8000	$382.58	Disposed	133837	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-16	2009 Stock Appreciation Rights	$53.36	M	10000	Disposed	2016-02-17	Common Stock (10000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2010 Stock Appreciation Rights	$103.79	2017-02-16	Common Stock (150000)	150000	Direct
2011 Stock Appreciation Rights	$268.73	2018-02-11	Common Stock (75000)	75000	Direct
2012 Stock Appreciation Rights	$371.63	2019-02-06	Common Stock (75000)	75000	Direct

Footnotes

F1: Reflects a weighted-average price. Actual sale prices ranged from $382.41 to $383.02 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 75,000 2009 Stock Appreciation Rights beneficially owned by the reporting person following this transaction vested 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.

F5: 37,500 of the 2012 Stock Appreciation Rights vest on 2/06/2015.