CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2014-02-03

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-03	2011 Performance SOSARs	$268.73	A	37500	Acquired	2018-02-11	Common Stock (37500)	Direct
2014-02-03	2012 Performance SOSARs	$371.63	A	37500	Acquired	2019-02-06	Common Stock (37500)	Direct
2014-02-03	2014 Stock Appreciation Rights	$543.20	A	87500	Acquired	2021-02-03	Common Stock (87500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	152215	Direct
Common Stock	12519	Indirect
Common Stock	99740	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2011 Stock Appreciation Rights	$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 February 11, 2011, Chipotle granted the reporting person performance-vesting stock-only stock appreciation rights, or Performance SOSARs, in respect of 75,000 shares of Chipotle common stock. Vesting of the Performance SOSARs was 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 second cash flow from operations target was achieved in the 2013 fiscal year, resulting in the Performance SOSARs in respect of the second tranche of 37,500 shares remaining subject only to time-based vesting as reported in Table II, above.

F2: On February 6, 2012, Chipotle granted the reporting person performance-vesting stock-only stock appreciation rights, or Performance SOSARs, in respect of 75,000 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 6, 2014 and 2015 (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 2013 fiscal year, resulting in the Performance SOSARs in respect of 37,500 shares remaining subject only to time-based vesting as reported in Table II above.

F3: The 2014 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.

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 acceleration of vesting.