CHIPOTLE MEXICAN GRILL INC — Director's Dealing 2021

Feb 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2021-02-04

Reporting Person: Hartung Jack (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-04	common stock	A	5148	—	Acquired	52373	Direct
2021-02-04	common stock	A	5627	—	Acquired	58000	Direct
2021-02-04	common stock	A	9694	—	Acquired	67694	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-04	2021 SOSARs	$1479.55	A	3516	Acquired	2028-02-04	common stock (3516)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	35	Indirect

Footnotes

F1: Represents shares earned by the reporting person under the transformation performance share units awarded in 2019, which shares will vest 40% on February 8, 2022 and 60% on February 8, 2023, subject to the reporting person's continued employment with Chipotle through such dates.

F2: Represents shares that will be issued to the reporting person on March 15, 2021 in settlement of performance share units awarded in 2018.

F3: Represents shares earned in settlement of performance share units awarded in 2018, which shares will vest one-third on June 30, 2021, one-third on December 31, 2021, one-sixth on June 30, 2022 and one-sixth on December 31, 2022. Vesting is subject to the reporting person's continued employment with Chipotle through such dates.

F4: The reporting person disclaims beneficial ownership of shares held by his children.

F5: The SOSARs vest in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration of vesting.