CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2021

Aug 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2021-08-27

Reporting Person: Hartung Jack (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-27	common stock	M	14742	$355.42	Acquired	78401	Direct
2021-08-27	common stock	F	2719	$1927.70	Disposed	75682	Direct
2021-08-27	common stock	S	946	$1914.4845	Disposed	74736	Direct
2021-08-27	common stock	S	1408	$1915.3925	Disposed	73328	Direct
2021-08-27	common stock	S	1185	$1916.3182	Disposed	72143	Direct
2021-08-27	common stock	S	397	$1917.1239	Disposed	71746	Direct
2021-08-27	common stock	S	298	$1918.5547	Disposed	71448	Direct
2021-08-27	common stock	S	945	$1919.7351	Disposed	70503	Direct
2021-08-27	common stock	S	372	$1920.36	Disposed	70131	Direct
2021-08-27	common stock	S	674	$1922.3987	Disposed	69457	Direct
2021-08-27	common stock	S	1700	$1923.4553	Disposed	67757	Direct
2021-08-27	common stock	S	2329	$1924.2971	Disposed	65428	Direct
2021-08-27	common stock	S	1347	$1925.4995	Disposed	64081	Direct
2021-08-27	common stock	S	422	$1926.6203	Disposed	63659	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-27	2018 SOSARs	$355.42	M	14742	Disposed	2025-03-29	common stock (14742)	Direct

Footnotes

F1: These stock appreciation right exercise and sales were executed under the terms of a sales plan intended to comply with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.

F2: Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of the stock appreciation right.

F3: Reflects a weighted-average price. Actual sales prices ranged from $1,913.94 to $1,914.92 per share.

F4: Reflects a weighted-average price. Actual sales prices ranged from $1,915.00 to $1,915.98 per share.

F5: Reflects a weighted-average price. Actual sales prices ranged from $1,916.01 to $1,916.97 per share.

F6: Reflects a weighted-average price. Actual sales prices ranged from $1,917.01 to $1,917.295 per share.

F7: Reflects a weighted-average price. Actual sales prices ranged from $1,918.16 to $1,919.11 per share.

F8: Reflects a weighted-average price. Actual sales prices ranged from $1,919.16 to $1,920.09 per share.

F9: Reflects a weighted-average price. Actual sales prices ranged from $1,920.24 to $1,920.84 per share.

F10: Reflects a weighted-average price. Actual sales prices ranged from $1,921.895 to $1,922.81 per share.

F11: Reflects a weighted-average price. Actual sales prices ranged from $1,923.04 to $1,924.035 per share.

F12: Reflects a weighted-average price. Actual sales prices ranged from $1,924.04 to $1,925.01 per share.

F13: Reflects a weighted-average price. Actual sales prices ranged from $1,925.05 to $1,926.02 per share.

F14: Reflects a weighted-average price. Actual sales prices ranged from $1,926.17 to $1,926.95 per share.

F15: The reporting person no longer has an indirect beneficial interest in 35 shares of common stock owned by his children, which shares were included in the reporting person's prior ownership reports.

F16: The SOSARs awarded to the reporting person vest in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration of vesting.