MCDONALDS CORP — Director's Dealing 2006

Oct 10, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMB)
CIK: 0001058090
Period of Report: 2006-10-06

Reporting Person: MCDONALDS CORP (Director, 10% Owner, Director through deputization.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-06	Class B Common Stock	S	16539967	$44.96	Disposed	0	Direct

Footnotes

F1: McDonald?s Corporation (?McDonald?s?) disposed of 16,539,967 shares of Class B Common Stock of Chipotle Mexican Grill, Inc. (?Chipotle?) in a registered exchange offer to its shareholders. The final exchange ratio was 1 share of McDonald?s Class A Common Stock for 0.8879 shares of Class B Common Stock. As a result of the exchange offer, McDonald?s has disposed of its entire equity interest in Chipotle. Prior to the exchange offer, the Class B Common Stock was convertible at any time at the holder?s option on a one-for-one basis into Class A Common Stock. In connection with the exchange offer, the Class B Common Stock will become a separate equity security and will no longer be convertible.