CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2013

Feb 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2013-02-07

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-07	2011 Performance SOSARs	$268.73	A	4000	Acquired	2018-02-11	Common Stock (4000)	Direct
2013-02-07	2013 Stock Appreciation Rights	$318.45	A	8000	Acquired	2020-02-07	Common Stock (8000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6000	Direct

Holdings (Derivative)

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

Footnotes

F1: On February 11, 2011, Chipotle granted the reporting person performance-vesting stock-only stock appreciation rights, or Performance SOSARs, in respect of 8,000 shares of Chipotle common stock. Vesting of the Performance SOSARs is contingent on Chipotle's achievement of stated levels of cumulative cash flow from operations prior to the fourth and fifth fiscal year-ends following the award date, with vesting to occur no sooner than February 11, 2013 and 2014 (with half of each Performance SOSAR subject to each such time-based vesting date), subject to possible acceleration. The first cash flow from operations target was achieved in the 2012 fiscal year, resulting in the Performance SOSARs in respect of 4,000 shares remaining subject only to time-based vesting as reported in Table II above.

F2: 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.

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 2011 Stock Appreciation Rights vest in equal installments on February 11, 2013 and February 11, 2014, subject to possible acceleration of vesting.