CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2016

May 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2016-05-10

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-10	2013 Performance SOSARs	$318.45	A	37500	Acquired	2020-02-07	Common Stock (37500)	Direct
2016-05-10	2014 Performance SOSARs	$543.20	A	43750	Acquired	2021-02-03	Common Stock (43750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	84543	Direct
Common Stock	12519	Indirect
Common Stock	99740	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
2013 Stock Appreciation Rights	$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: This report is filed in connection with the satisfaction of performance conditions on performance-vesting stock-only stock appreciation rights, or Performance SOSARs, originally granted to the reporting person on February 7, 2013. Vesting of the second tranche of 37,500 Performance SOSARs was contingent on Chipotle's achievement of stated levels of cumulative cash flow from operations prior to the fifth fiscal year-end following the award date, with vesting to occur no sooner than February 7, 2016, subject to possible acceleration. The Compensation Committee of Chipotle's Board of Directors certified the achievement of the performance target on May 10, 2016, resulting in the second tranche of 2013 Performance SOSARs vesting in full.

F2: This report is filed in connection with the satisfaction of performance conditions on Performance SOSARs originally granted to the reporting person on February 3, 2014. Vesting of the 2014 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 3, 2016 and 2017 (with half of each 2014 Performance SOSAR subject to each such time-based vesting date), subject to possible acceleration. The Compensation Committee of Chipotle's Board of Directors certified the achievement of the first performance target on May 10, 2016, resulting in the first tranche of 43,750 2014 Performance SOSARs vesting in full.

F3: These 2013 Stock Appreciation Rights, which were subject to time-based vesting only, vested in full on February 7, 2016.

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.