CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2013

Nov 12, 2013

SEC Form 4/A — Form 4/A

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2013-10-18

Reporting Person: Blessing Robert N Jr (Restaurant Support Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-18	Common Stock	F	2416	$509.74	Disposed	9084	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2010 Stock Appreciation Right	$103.79	2017-02-16	Common Stock (8000)	8000	Direct
2011 Stock Appreciation Rights	$268.73	2018-02-11	Common Stock (8000)	8000	Direct
2011 Performance SOSARs	$268.73	2018-02-11	Common Stock (4000)	4000	Direct
2012 Stock Appreciation Rights	$371.63	2019-02-06	Common Stock (8000)	8000	Direct
2013 Stock Appreciation Rights	$318.45	2020-02-07	Common Stock (8000)	8000	Direct

Footnotes

F1: This amendment is being filed solely to report a change in the number of shares withheld to cover taxes in connection with the vesting of a performance share award, and a change in the effective price at which shares were withheld in connection with such vesting.

F2: 4,000 of the 2011 Stock Appreciation Rights remain unvested as of the date hereof, and are scheduled to vest on February 11, 2014, subject to possible acceleration of vesting.

F3: The 2012 Stock Appreciation Rights vest in equal installments on February 6, 2014 and February 6, 2015, subject to possible acceleration of vesting.

F4: The 2013 Stock Appreciation Rights awarded to the reporting person vest in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration of vesting.