Filing Details
- Accession Number:
- 0001209191-15-017232
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2015-02-23 16:44:30
- Reporting Period:
- 2015-02-19
- Filing Date:
- 2015-02-23
- Accepted Time:
- 2015-02-23 16:44:30
- 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 & Co-Ceo | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2015-02-19 | 12,500 | $371.63 | 147,043 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2015-02-19 | 6,865 | $676.73 | 141,178 | No | 4 | F | Direct | |
| Common Stock | Disposition | 2015-02-19 | 5,635 | $674.71 | 134,543 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | F | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | 2012 Stock Appreciation Rights | Disposition | 2015-02-19 | 12,500 | $0.00 | 12,500 | $371.63 |
| Common Stock | 2012 Performance SOSARs | Acquisiton | 2015-02-20 | 37,500 | $0.00 | 37,500 | $371.63 |
| Common Stock | 2013 Performance SOSARs | Acquisiton | 2015-02-20 | 37,500 | $0.00 | 37,500 | $318.45 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 25,000 | 2015-02-06 | 2019-02-06 | No | 4 | M | Direct |
| 37,500 | 2015-02-20 | 2019-02-06 | No | 4 | A | Direct |
| 37,500 | 2015-02-20 | 2020-02-07 | No | 4 | A | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 12,519 | Indirect | Ells Dynasty Trust Holdings LLC |
| Common Stock | 99,740 | Indirect | Ells DE Trust Holdings LLC |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | 2013 Stock Appreciation Rights | $318.45 | 2015-02-07 | 2020-02-07 | 75,000 | 75,000 | Direct |
| Common Stock | 2014 Stock Appreciation Rights | $543.20 | 2016-02-03 | 2021-02-03 | 87,500 | 87,500 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2020-02-07 | 75,000 | 75,000 | Direct |
| 2021-02-03 | 87,500 | 87,500 | Direct |
Footnotes
- This stock appreciation rights exercise and sale was executed under the terms of a Sales Plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
- Reflects a weighted-average price. Actual sales prices ranged from $674.00 to $675.00 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.
- On February 6, 2012, Chipotle granted the reporting person performance-vesting stock-only stock appreciation rights, or Performance SOSARs, in respect of 75,000 shares of Chipotle common stock. Vesting of the Performance SOSARs was contingent on Chipotle's achievement of stated levels of cumulative cash flow from operations prior to the fourth and fifth fiscal year-ends following the award date, with vesting to occur no sooner than February 6, 2014 and 2015 (with half of each Performance SOSAR subject to each such time-based vesting date), subject to possible acceleration. The second cash flow from operations target was achieved in the 2014 fiscal year, resulting in the Performance SOSARs in respect of the second tranche of 37,500 shares vesting in full.
- On February 7, 2013, Chipotle granted the reporting person performance-vesting stock-only stock appreciation rights, or Performance SOSARs, in respect of 75,000 shares of Chipotle common stock. Vesting of the Performance SOSARs is contingent on Chipotle's achievement of stated levels of cumulative cash flow from operations prior to the fourth and fifth fiscal year-ends following the award date, with vesting to occur no sooner than February 7, 2015 and 2016 (with half of each Performance SOSAR subject to each such time-based vesting date), subject to possible acceleration. The first cash flow from operations target was achieved in the 2014 fiscal year, resulting in Performance SOSARs in respect of the first tranche of 37,500 shares vesting in full.
- One half of the 2013 Stock Appreciation Rights vested on February 7, 2015 and the remaining half are scheduled to vest on February 7, 2016, subject to possible acceleration of vesting.
- The 2014 Stock Appreciation Rights are scheduled to vest in equal installments on February 3, 2016 and February 3, 2017, subject to possible acceleration of vesting.
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