CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2013

Sep 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2013-09-13

Reporting Person: Hartung Jack (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-13	Common Stock	M	5000	$103.79	Acquired	24782	Direct
2013-09-13	Common Stock	F	1221	$425.34	Disposed	23561	Direct
2013-09-16	Common Stock	S	3779	$426.00	Disposed	19782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-13	2010 Stock Appreciation Rights	$103.79	M	5000	Disposed	2017-02-16	Common Stock (5000)	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: These stock appreciation rights exercises and sales were executed under the terms of a Sales Plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

F2: 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.

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 vest in equal installments on February 7, 2015 and February 7, 2016, subject to possible acceleartion of vesting.