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Filing Details

Accession Number:: 0001181431-13-049459
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-09-17 16:29:46
Reporting Period:: 2013-09-10

Filing Date:: 2013-09-17
Accepted Time:: 2013-09-17 16:29:46
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1058090	Chipotle Mexican Grill Inc	CMG	Retail-Eating Places (5812)	841219301

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1350873	Steve Ells	1401 Wynkoop Street, Suite 500 Denver CO 80202	Chairman & Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2013-09-10	415	$0.00	12,519	No	5	G	Indirect	Ells Dynasty Trust Holdings LLC
Common Stock	Acquisiton	2013-09-13	37,500	$103.79	172,043	No	4	M	Direct
Common Stock	Disposition	2013-09-13	9,151	$425.34	162,892	No	4	F	Direct
Common Stock	Disposition	2013-09-16	7,568	$422.05	155,324	No	4	S	Direct
Common Stock	Disposition	2013-09-16	14,417	$422.90	140,907	No	4	S	Direct
Common Stock	Disposition	2013-09-16	2,427	$423.83	138,480	No	4	S	Direct
Common Stock	Disposition	2013-09-16	2,600	$425.13	135,880	No	4	S	Direct
Common Stock	Disposition	2013-09-16	1,337	$425.94	134,543	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	G	Indirect	Ells Dynasty Trust Holdings LLC
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	2010 Stock Appreciation Rights	Disposition	2013-09-13	37,500	$0.00	37,500	$103.79

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2013-02-16	2017-02-16	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	99,740	Indirect	Ells DE Trust Holdings LLC

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	2011 Stock Appreciation Rights	$268.73	2013-02-11	2018-02-11	75,000	75,000	Direct
Common Stock	2011 Performance SOSARs	$268.73	2013-02-11	2018-02-11	37,500	37,500	Direct
Common Stock	2012 Stock Appreciation Rights	$371.63	2014-02-06	2019-02-06	75,000	75,000	Direct
Common Stock	2013 Stock Appreciation Rights	$318.45	2015-02-07	2020-02-07	75,000	75,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2018-02-11	75,000	75,000	Direct
2018-02-11	37,500	37,500	Direct
2019-02-06	75,000	75,000	Direct
2020-02-07	75,000	75,000	Direct

Footnotes

On September 10, 2013, 415 shares of common stock of Chipotle Mexican Grill, Inc. that were previously held indirectly through Ells Dynasty Trust Holdings, LLC were transferred to the reporting person's direct holdings.
These stock appreciation rights exercises and sales were executed under the terms of a Sales Plan intended to comply with Rule 10b5-1under the Securities Exchange Act of 1934, as amended.
A Form 4 filed on the reporting person's behalf on August 2, 2013 incorrectly stated the number of shares beneficially owned directly by the reporting person as of August 2,2013. The correct number of shares beneficially owned directly by the reporting person as of that date was 134,128.
Reflects a weighted-average price. Actual sale prices ranged from $421.46 to $422.43 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
Reflects a weighted-average price. Actual sale prices ranged from $422.46 to $423.45 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
Reflects a weighted-average price. Actual sale prices ranged from $423.46 to $424.36 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
Reflects a weighted-average price. Actual sale prices ranged from $424.52 to $425.45 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
Reflects a weighted-average price. Actual sale prices ranged from $425.58 to $426.17 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
37,500 of the 2011 Stock Appreciation Rights remain unvested as of the date hereof, and are scheduled to vest on February 11, 2014,subject to possible acceleration of vesting.
The 2012 Stock Appreciation Rights vest in equal installments on February 6, 2014 and February 6, 2015, subject to possibleacceleration of vesting.
The 2013 Stock Appreciation Rights vest in equal installments on February 7, 2015 and February 7, 2016, subject to possible acceleration of vesting.