MCDONALDS CORP — Director's Dealing 2006

Jan 27, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHIPOTLE MEXICAN GRILL INC (CMG)
CIK: 0001058090
Period of Report: 2006-01-25

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
2006-01-25	Class A Common Stock	C	3000000	—	Acquired	3000000	Indirect
2006-01-25	Class A Common Stock	S	3000000	$22	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-25	Series B Convertible Preferred Stock	$	J	8034009	Disposed		Class B Common Stock (2678003)	Indirect
2006-01-25	Series C Convertible Preferred Stock	$	J	2354100	Disposed		Class B Common Stock (784700)	Indirect
2006-01-25	Series D Convertible Preferred Stock	$	J	8137874	Disposed		Class B Common Stock (2712625)	Indirect
2006-01-25	Class B Common Stock	$	J	6175328	Acquired		Class A Common Stock (6175328)	Indirect
2006-01-25	Class B Common Stock	$	J	17905738	Acquired		Class A Common Stock (17905738)	Indirect
2006-01-25	Class B Common Stock	$	C	3000000	Disposed		Class A Common Stock (3000000)	Indirect

Footnotes

F1: The Class A Common Stock was acquired pursuant to the conversion of the reporting person?s B Common Stock. The Class B Common Stock was converted into Class A Common Stock on a one-for-one basis and had no exercise price.

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

F3: At issuance, the Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock were each convertible into Common Stock of the Issuer based on the original purchase price of such series divided by the conversion price at any time at the option of the holder or upon an initial public offering of the issuer. The initial conversion price was equal to the per share purchase price of $2.01. The conversion price was subject to adjustments under provisions designed to protect against dilution as set forth in the issuer?s Certificate of Incorporation.

F4: There was no expiration date for the Series B or the Series C Convertible Preferred Stock. At issuance, the Series D Convertible Preferred Stock was convertible into Common Stock based on the original purchase price of such series divided by the conversion price at any time at the option of the holder or upon an initial public offering of the issuer. The initial conversion price was equal to the per share purchase price of $2.35. The conversion price was subject to adjustments under provisions designed to protect against dilution as set forth in the issuer?s Certificate of Incorporation. There was no expiration date for the Series D Convertible Preferred Stock.

F5: Effective January 31, 2006, immediately prior to the anticipated closing date of the Issuer's initial public offering ("IPO") of its class A common stock, par value $.01 per share (the "Class A Common Stock"), the Issuer will amend and restate its certificate of incorporation.

F6: The amendment and restatement of the Issuer's Certificate of Incorporaton will, among other things, (i) create two new classes of stock, the Class A Common Stock and the class B common stock, par value $.01 per share (the ?Class B Common Stock?), which Class B Common Stock will be convertible into Class A Common Stock on a one-for-one basis, and (ii) reclassify each of the Issuer?s then-outstanding shares of Common Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock into one-third of one share of Class B Common Stock (the ?Reclassification?). The Reclassification was structured to comply with Rules 16b-3 and 16b-7 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?).

F7: The reporting person?s Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock were automatically reclassified into shares of Class B Common Stock on a three-for-one basis in the Reclassification described in note 6, and the reporting person was not required to pay any exercise or conversion price in connection with such reclassification. The Reclassification was structured to comply with Rules 16b-3 and 16b-7 of the Exchange Act.

F8: 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.

F9: The reporting person?s Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock were automatically reclassified into shares of Class B Common Stock on a three-for-one basis in the Reclassification described in note 6, and the reporting person was not required to pay any exercise price in connection with such conversion. The Reclassification was structured to comply with Rules 16b-3 and 16b-7 of the Exchange Act.

F10: The reporting person?s 53,717,215 shares of Common Stock were reclassified as shares of Class B Common Stock on a three-for-one basis in the Reclassification described in note 6. The Reclassification was structured to comply with Rules 16b-3 and 16b-7 of the Exchange Act.