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CHIPOTLE MEXICAN GRILL INC Director's Dealing 2012

Feb 6, 2012

29999_dirs_2012-02-06_8705a914-17d6-4c83-bae1-5acfbea41128.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: 2012-01-01

Reporting Person: Crumpacker Mark (Chief Marketing Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-01 Common Stock F 5303 Disposed 8297 Direct
2012-02-03 Common Stock S 5297 $368.46 Disposed 3000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
2009 Stock Appreciation Rights $53.36 2016-02-17 Common Stock (10000) 10000 Direct
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

Footnotes

F1: Represents shares of stock withheld to cover tax obligations in connection with the vesting of shares of restricted stock on January 1, 2012.

F2: Reflects a weighted-average price. Actual sale prices ranged from $368.30 to $368.62 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: 6,500 of the 2010 Stock Appreciation Rights vest on 2/16/2013.

F4: 3,250 of the 2011 Stock Appreciation Rights vest on 2/11/2014.