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Filing Details

Accession Number:: 0001209191-15-061193
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-07-16 16:45:48
Reporting Period:: 2015-07-15

Filing Date:: 2015-07-16
Accepted Time:: 2015-07-16 16:45:48
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
1351043	F Montgomery Moran	1401 Wynkoop Street, Suite 500 Denver CO 80202	Co-Chief Executive Officer	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
Common Stock	Acquisiton	2015-07-15	5,000	$371.63	159,755	No	4	M	Direct
Common Stock	Disposition	2015-07-15	2,803	$663.05	156,952	No	4	F	Direct
Common Stock	Disposition	2015-07-15	2,197	$662.52	154,755	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	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	2012 Performance SOSARs	Disposition	2015-07-15	5,000	$0.00	5,000	$371.63

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
70,000	2014-02-06	2019-02-06	No	4	M	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	2012 Stock Appreciation Rights	$371.63	2014-02-06	2019-02-06	70,000	70,000	Direct
Common Stock	2013 Stock Appreciation Rights	$318.45	2015-02-07	2020-02-07	75,000	75,000	Direct
Common Stock	2013 Performance SOSARs	$318.45	2015-02-20	2020-02-07	37,500	37,500	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
2019-02-06	70,000	70,000	Direct
2020-02-07	75,000	75,000	Direct
2020-02-07	37,500	37,500	Direct
2021-02-03	87,500	87,500	Direct

Footnotes

These stock appreciation rights exercises and sales were executed under the terms of a Sales Plan intended to comply with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.
Reflects a weighted-average price. Actual sale prices ranged from $662.50 to $662.62 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. The first tranche of 37,500 shares was exercisable as of February 6, 2014.
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.