CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2015

Feb 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2015-02-20

Reporting Person: Crumpacker Mark (Chief Marketing Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-20	2012 Performance SOSARs	$371.63	A	4000	Acquired	2021-02-06	Common Stock (4000)	Direct
2015-02-20	2013 Performance SOSARs	$318.45	A	4000	Acquired	2019-02-07	Common Stock (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5428	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2013 Stock Appreciations Rights	$318.45	2020-02-07	Common Stock (8000)	8000	Direct
2013 Stock Appreciation Rights-Development	$365.80	2020-06-08	Common Stock (4000)	4000	Direct
2014 Stock Appreciation Rights	$543.20	2021-02-03	Common Stock (15000)	15000	Direct

Footnotes

F1: On February 6, 2012, 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 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 4,000 shares vesting in full.

F2: On February 7, 2013, 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 7, 2015 and 2016 (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 2014 fiscal year, resulting in Performance SOSARs in respect of the first tranche of 4,000 shares vesting in full.

F3: 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.

F4: The 2013 Stock Appreciation Rights Development are scheduled to vest in equal installments on June 8, 2015 and June 8, 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.