Page 6 of 11 – SEC Filing
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock, par
value $0.01 per share (the Common Stock), of Chipotle Mexican Grill, Inc., a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 1401 Wynkoop Street, Suite 500,
Denver, CO 80202.
The Reporting Persons (as defined below) beneficially own 2,882,463 shares of Common Stock (the Subject
Shares), which number includes: 554,213 shares of Common Stock and 2,328,250 shares underlying forward purchase contracts.
The Subject Shares represent approximately 9.9% of the outstanding shares of Common Stock based on 29,115,783 shares of Common Stock
outstanding as of July 18, 2016 as reported in the Issuers Quarterly Report on Form 10-Q filed on July 22, 2016 for the quarterly period ended June 30, 2016.
Item 2. Identity and Background
(a), (f) This statement is being filed by:
(i) Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square);
(ii) PS Management GP, LLC, a Delaware limited liability company (PS Management); and
(iii) William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the Reporting
Persons).
The Reporting Persons have entered into a joint filing agreement, dated as of September 6, 2016, a copy of which is
filed herewith as Exhibit 99.1.
(b) The address of the principal business and principal office of each of the Reporting Persons is 888
Seventh Avenue, 42nd Floor, New York, New York 10019.
(c) Pershing Squares principal business is to serve as investment advisor to
certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership (PS), Pershing Square II, L.P., a Delaware limited partnership (PS II), Pershing Square International, Ltd., a Cayman
Islands exempted company (PS International), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (PSH and together with PS, PS II and PS International, the Pershing
Square Funds).
PS Managements principal business is to serve as the sole general partner of Pershing Square.
The principal occupation of William A. Ackman is to serve as the Chief Executive Officer of Pershing Square and the managing member of PS
Management.
(d), (e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Follow Chipotle Mexican Grill Inc (NYSE:CMG)
Follow Chipotle Mexican Grill Inc (NYSE:CMG)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
| Item 1. | Security and Issuer |
This statement on Schedule 13D relates to the common stock, par
value $0.01 per share (the Common Stock), of Chipotle Mexican Grill, Inc., a Delaware corporation (the Issuer). The principal executive offices of the Issuer are located at 1401 Wynkoop Street, Suite 500,
Denver, CO 80202.
The Reporting Persons (as defined below) beneficially own 2,882,463 shares of Common Stock (the Subject
Shares), which number includes: 554,213 shares of Common Stock and 2,328,250 shares underlying forward purchase contracts.
The Subject Shares represent approximately 9.9% of the outstanding shares of Common Stock based on 29,115,783 shares of Common Stock
outstanding as of July 18, 2016 as reported in the Issuers Quarterly Report on Form 10-Q filed on July 22, 2016 for the quarterly period ended June 30, 2016.
| Item 2. | Identity and Background |
(a), (f) This statement is being filed by:
(i) Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square);
(ii) PS Management GP, LLC, a Delaware limited liability company (PS Management); and
(iii) William A. Ackman, a citizen of the United States of America (together with Pershing Square and PS Management, the Reporting
Persons).
The Reporting Persons have entered into a joint filing agreement, dated as of September 6, 2016, a copy of which is
filed herewith as Exhibit 99.1.
(b) The address of the principal business and principal office of each of the Reporting Persons is 888
Seventh Avenue, 42nd Floor, New York, New York 10019.
(c) Pershing Squares principal business is to serve as investment advisor to
certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership (PS), Pershing Square II, L.P., a Delaware limited partnership (PS II), Pershing Square International, Ltd., a Cayman
Islands exempted company (PS International), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (PSH and together with PS, PS II and PS International, the Pershing
Square Funds).
PS Managements principal business is to serve as the sole general partner of Pershing Square.
The principal occupation of William A. Ackman is to serve as the Chief Executive Officer of Pershing Square and the managing member of PS
Management.
(d), (e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
