CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2015

Jul 16, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2015-07-15

Reporting Person: Moran Montgomery F (Director, Co-Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-15	Common Stock	M	5000	$371.63	Acquired	159755	Direct
2015-07-15	Common Stock	F	2803	$663.05	Disposed	156952	Direct
2015-07-15	Common Stock	S	2197	$662.52	Disposed	154755	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-15	2012 Performance SOSARs	$371.63	M	5000	Disposed	2019-02-06	Common Stock (5000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2012 Stock Appreciation Rights	$371.63	2019-02-06	Common Stock (70000)	70000	Direct
2013 Stock Appreciation Rights	$318.45	2020-02-07	Common Stock (75000)	75000	Direct
2013 Performance SOSARs	$318.45	2020-02-07	Common Stock (37500)	37500	Direct
2014 Stock Appreciation Rights	$543.20	2021-02-03	Common Stock (87500)	87500	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 and Exchange Act of 1934, as amended.

F2: Reflects a weighted-average price. Actual sale prices ranged from $662.50 to $662.62 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: 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 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 6, 2014 and 2015 (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 2014 fiscal year, resulting in the Performance SOSARs in respect of the second tranche of 37,500 shares vesting in full. The first tranche of 37,500 shares was exercisable as of February 6, 2014.

F4: One half of the 2013 Stock Appreciation Rights vested on February 7, 2015 and the remaining half are scheduled to vest on February 7, 2016, subject to possible acceleration of vesting.

F5: The 2014 Stock Appreciation Rights are scheduled to vest in equal installments on February 3, 2016 and February 3, 2017, subject to possible acceleration of vesting.