CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2018

Mar 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2018-03-05

Reporting Person: Niccol Brian R (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-05	Common Stock	A	30141	$0.00	Acquired	30141	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-05	2018 Inducement SOSARs	$400.20	A	53086	Acquired	2025-03-05	Common stock (53086)	Direct
2018-03-05	2018 Make-Whole SOSARs	$352.18	A	114840	Acquired	2025-03-05	Common stock (114840)	Direct

Footnotes

F1: Represents an award of restricted stock to the reporting person, which will vest in equal amounts on the first, second and third anniversaries of the grant date, subject to possible acceleration of vesting.

F2: The SOSARs awarded to the reporting person vest in equal amounts on the first, second and third anniversaries of the grant date, subject to possible acceleration of vesting.