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CHIPOTLE MEXICAN GRILL INC Director's Dealing 2016

Jun 2, 2016

29999_dirs_2016-06-02_f8be3012-e59e-4a04-9a69-7396c13e6263.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2016-05-31

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-05-31 Common Stock M 37500 $318.45 Acquired 122043 Direct
2016-05-31 Common Stock M 37500 $318.45 Acquired 159543 Direct
2016-05-31 Common Stock F 54000 $440.26 Disposed 105543 Direct
2016-05-31 Common Stock S 9913 $439.79 Disposed 95630 Direct
2016-05-31 Common Stock S 10417 $440.63 Disposed 85213 Direct
2016-05-31 Common Stock S 670 $441.54 Disposed 84543 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-05-31 2013 Performance SOSARs $318.45 M 37500 Acquired 2020-02-07 Common Stock (37500) Direct
2016-05-31 2013 Stock Appreciation Rights $318.45 M 37500 Acquired 2020-02-07 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
2014 Stock Appreciation Rights $543.20 2021-02-03 Common Stock (87500) 87500 Direct
2014 Performance SOSARs $543.20 2021-02-03 Common Stock (43750) 43750 Direct

Footnotes

F1: Reflects a weighted-average price. Actual sales prices ranged from $439.18 to $440.18 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.

F2: Reflects a weighted-average price. Actual sales prices ranged from $440.19 to $441.18 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 sales prices ranged from $441.20 to $441.86 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: One half of the 2014 Stock Appreciation Rights vested on February 3, 2016 and the remaining half are scheduled to vest on February 3, 2017, subject to possible acceleration of vesting.