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CHIPOTLE MEXICAN GRILL INC Director's Dealing 2012

Feb 23, 2012

29999_dirs_2012-02-23_abc25e24-c7f0-4dfd-9a52-c95104a95d29.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2012-02-21

Reporting Person: Crumpacker Mark (Chief Marketing Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-21 Common Stock M 10000 $53.36 Acquired 13000 Direct
2012-02-21 Common Stock D 1392 $383.58 Disposed 11608 Direct
2012-02-22 Common Stock S 1708 $381.69 Disposed 9900 Direct
2012-02-22 Common Stock S 3400 $382.41 Disposed 6500 Direct
2012-02-22 Common Stock S 3500 $383.14 Disposed 3000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-21 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 (13000) 13000 Direct
2011 Stock Appreciation Rights $268.73 2018-02-11 Common Stock (6500) 6500 Direct
2012 Stock Appreciation Rights $371.63 2019-02-06 Common Stock (6500) 6500 Direct

Footnotes

F1: Reflects a weighted-average price. Actual sale prices ranged from $381.12 to $382.10 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: Reflects a weighted-average price. Actual sale prices ranged from $382.13 to $383.00 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 $383.13 to $383.24 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: 6,500 of the 2010 Stock Appreciation Rights vest on 2/16/2013.

F5: 3,250 of the 2011 Stock Appreciation Rights vest on 2/11/2014.

F6: 3,250 of the 2012 Stock Appreciation Rights vest on 2/6/2015.