CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2013

Oct 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2013-10-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-21	Common Stock	M	75000	$268.73	Acquired	227215	Direct
2013-10-21	Common Stock	F	19770	$509.74	Disposed	207445	Direct
2013-10-21	Common Stock	F	19723	$510.97	Disposed	187722	Direct
2013-10-21	Common Stock	S	17730	$509.01	Disposed	169992	Direct
2013-10-21	Common Stock	S	17777	$510.19	Disposed	152215	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-21	2011 Stock Appreciation Rights	$268.73	M	37500	Disposed	2018-02-11	Common Stock (75000)	Direct
2013-10-21	2011 Performance SOSARs	$268.73	M	37500	Disposed	2018-02-11	Common Stock (37500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12519	Indirect
Common Stock	99740	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: Represents total shares acquired upon exercises of stock appreciation rights as reported in Table II.

F2: Reflects a weighted-average price. Actual sale prices ranged from $509.00 to $509.23 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.

F3: Reflects a weighted-average price. Actual sale prices ranged from $510.00 to $510.97 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.

F4: The 37,500 2011 Stock Appreciation Rights beneficially owned by the reporting person following this transaction remain unvested as of the date hereof, and are scheduled to vest on February 11, 2014, subject to possible acceleration of vesting.

F5: The 2012 Stock Appreciation Rights vest in equal installments on February 6, 2014 and February 6, 2015, subject to possible acceleration of vesting.

F6: The 2013 Stock Appreciation Rights vest in equal installments on February 7, 2015 and February 7, 2016, subject to possible acceleration of vesting.