CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2019

Jul 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2019-07-29

Reporting Person: Ells Steve (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-29	common stock	M	87500	$543.20	Acquired	183580	Direct
2019-07-29	common stock	S	7587	$801.2876	Disposed	175993	Direct
2019-07-29	common stock	S	11750	$802.6082	Disposed	164243	Direct
2019-07-29	common stock	S	7713	$803.6277	Disposed	156530	Direct
2019-07-29	common stcok	S	1295	$804.7222	Disposed	155235	Direct
2019-07-29	common stock	S	300	$805.765	Disposed	154935	Direct
2019-07-29	common stock	F	58855	$807.58	Disposed	96080	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-29	2014 Performance SOSAR	$543.20	M	87500	Acquired	2021-02-03	common stock (87500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	12519	Indirect
common stock	99740	Indirect

Footnotes

F1: Reflects a weighted-average price. Actual sales prices ranged from $801.076 to $802.00 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 $802.14 to $803.08 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 $803.22 to $804.04 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: Reflects a weighted-average price. Actual sales prices ranged from $804.58 to $805.16 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

F5: Reflects a weighted-average price. Actual sales prices ranged from $805.605 to $805.85 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

F6: Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of the stock appreciation right.