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: 2013-09-10

Reporting Person: Ells Steve (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-10	Common Stock	G	415	—	Acquired	12519	Indirect
2013-09-13	Common Stock	M	37500	$103.79	Acquired	172043	Direct
2013-09-13	Common Stock	F	9151	$425.34	Disposed	162892	Direct
2013-09-16	Common Stock	S	7568	$422.05	Disposed	155324	Direct
2013-09-16	Common Stock	S	14417	$422.90	Disposed	140907	Direct
2013-09-16	Common Stock	S	2427	$423.83	Disposed	138480	Direct
2013-09-16	Common Stock	S	2600	$425.13	Disposed	135880	Direct
2013-09-16	Common Stock	S	1337	$425.94	Disposed	134543	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-13	2010 Stock Appreciation Rights	$103.79	M	37500	Disposed	2017-02-16	Common Stock (37500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	99740	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2011 Stock Appreciation Rights	$268.73	2018-02-11	Common Stock (75000)	75000	Direct
2011 Performance SOSARs	$268.73	2018-02-11	Common Stock (37500)	37500	Direct
2012 Stock Appreciation Rights	$371.63	2019-02-06	Common Stock (75000)	75000	Direct
2013 Stock Appreciation Rights	$318.45	2020-02-07	Common Stock (75000)	75000	Direct

Footnotes

F1: On September 10, 2013, 415 shares of common stock of Chipotle Mexican Grill, Inc. that were previously held indirectly through Ells Dynasty Trust Holdings, LLC were transferred to the reporting person's direct holdings.

F2: 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.

F3: A Form 4 filed on the reporting person's behalf on August 2, 2013 incorrectly stated the number of shares beneficially owned directly by the reporting person as of August 2,2013. The correct number of shares beneficially owned directly by the reporting person as of that date was 134,128.

F4: Reflects a weighted-average price. Actual sale prices ranged from $421.46 to $422.43 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.

F5: Reflects a weighted-average price. Actual sale prices ranged from $422.46 to $423.45 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.

F6: Reflects a weighted-average price. Actual sale prices ranged from $423.46 to $424.36 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.

F7: Reflects a weighted-average price. Actual sale prices ranged from $424.52 to $425.45 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.

F8: Reflects a weighted-average price. Actual sale prices ranged from $425.58 to $426.17 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.

F9: 37,500 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.

F10: The 2012 Stock Appreciation Rights vest in equal installments on February 6, 2014 and February 6, 2015, subject to possible
acceleration of vesting.

F11: The 2013 Stock Appreciation Rights vest in equal installments on February 7, 2015 and February 7, 2016, subject to possible acceleration of vesting.