MCDONALDS CORP — Director's Dealing 2006

May 19, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2006-05-18

Reporting Person: MCDONALDS CORP (Director, 10% Owner)
Reporting Person: McDonalds Ventures, LLC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-18	Class A Common Stock	C	4100000	—	Acquired	4100000	Indirect
2006-05-18	Class A Common Stock	S	4100000	$61.50	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-18	Class B Common Stock	$	C	4100000	Disposed		Class A Common Stock (4100000)	Indirect

Footnotes

F1: The Class A Common Stock was acquired pursuant to the conversion of the reporting person's Class B Common Stock in an exempt transaction under Rule 16b-6(b). The Class B Common Stock was converted into Class A Common Stock on a one-for-one basis and had no exercise or conversion price.

F2: The reported securities are owned directly by McDonald's Ventures, LLC, which is a wholly owned separate subsidiary of McDonald's Corporation. McDonald's Corporation is an indirect beneficial owner of the reported securities.

F3: The Class B Common Stock is convertible at any time at the holder's option on a one-for-one basis into Class A Common Stock and has no expiration date. The Class B Common Stock is automatically converted into Class A Common Stock upon any sale by the reporting person. Class B Common Stock generally has identical rights as Class A Common Stock, except that holders of Class A Common Stock are entitled to one vote per share while holders of Class B Common Stock are entitled to ten votes per share on matters to be voted on by shareholders with certain exceptions.