CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2018

Mar 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2018-03-15

Reporting Person: Ells Steve (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-15	Common Stock	A	11537	$0.00	Acquired	96080	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-15	2014 Performance SOSARs	$543.20	A	43750	Acquired	2021-02-03	Common Stock (43750)	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
2018 Special Stock Appreciation Rights	$500.00	2022-01-04	Common Stock (175000)	175000	Direct

Footnotes

F1: Reflects the partial payout of performance shares originally awarded to the reporting person on February 20, 2015. Vesting of the performance shares was dependent on Chipotle's comparative achievement versus restaurant industry peer companies in average annual growth in sales, net income and shareholder return over the period from January 1, 2015 through December 31, 2017. The Compensation Committee of Chipotle's Board of Directors certified the level of achievement versus the peer group on March 15, 2018, resulting in partial vesting of the performance shares.

F2: Reflects the satisfaction of performance conditions on performance-vesting stock-only stock appreciation rights, or Performance SOSARs, originally granted to the reporting person on February 3, 2014. Vesting of the second tranche of 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 3, 2017, subject to possible acceleration. The Compensation Committee of Chipotle's Board of Directors certified the achievement of the performance target on March 15, 2018, resulting in vesting of the second tranche of 2014 Performance SOSARs.

F3: The first tranche of the 2014 Performance SOSARs vested and became exercisable as of May 10, 2016.

F4: One half of the 2014 Stock Appreciation Rights vested and became exercisable on February 3, 2016, and the remaining half vested and became exercisable on February 3, 2017.