CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2017

May 25, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2017-05-23

Reporting Person: Charlesworth John S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-23	Common Stock	A	101	$0.00	Acquired	3769	Direct
2017-05-02	Common Stock	G	250	$0.00	Disposed	3519	Direct

Footnotes

F1: On May 23, 2017, the issuer granted restricted stock units ("RSU's") denominated in shares of its common stock to the reporting person under the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan. The RSU's were scheduled to vest on the third anniversary of the grant date. As of May 25, 2017, vesting of this award accelerated due to the reporting person's retirement from the issuer's Board of Directors.