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CHIPOTLE MEXICAN GRILL INC Director's Dealing 2013

Oct 18, 2013

29999_dirs_2013-10-18_aafc94e0-a4e7-4cf7-96b9-b9d073fc07b5.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: 2013-10-18

Reporting Person: Hartung Jack (Chief Financial Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-10-18 Common Stock A 20000 Acquired 39782 Direct
2013-10-18 Common Stock F 9390 $439.07 Disposed 30392 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 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
2011 Performance SOSARs $268.73 2018-02-11 Common Stock (12500) 12500 Direct
2012 Stock Appreciation Rights $371.63 2019-02-06 Common Stock (25000) 25000 Direct
2013 Stock Appreciation Rights $318.45 2020-02-07 Common Stock (25000) 25000 Direct

Footnotes

F1: Shares were acquired in connection with certification by the Compensation Committee of Chipotle's Board of Directors that performance criteria relating to an award of performance shares were satisfied at the Maximum Level, based on Chipotle's achievement of in excess of a level of cumulative total cash flow from operations specified in the award agreement.

F2: Represents shares of stock withheld to cover tax obligations in connection with the vesting of performance shares described above.

F3: 12,500 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.

F4: The 2012 Stock Appreciation Rights vest in equal installments on February 6, 2014 and February 6, 2015, subject to possible acceleration of vesting.

F5: The 2013 Stock Appreciation Rights vest in equal installments on February 7, 2015 and February 7, 2016, subject to possible acceleartion of vesting.