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Filing Details

Accession Number:: 0001181431-14-005082
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-02-04 18:52:44
Reporting Period:: 2014-01-31

Filing Date:: 2014-02-04
Accepted Time:: 2014-02-04 18:52:44
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
1350874	Jack Hartung	1401 Wynkoop Street, Suite 500 Denver CO 80202	Chief Financial Officer	No	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	2014-01-31	12,500	$268.73	42,892	No	4	M	Direct
Common Stock	Acquisiton	2014-01-31	7,500	$268.73	50,392	No	4	M	Direct
Common Stock	Disposition	2014-01-31	2,401	$559.85	47,991	No	4	F	Direct
Common Stock	Disposition	2014-01-31	6,038	$556.41	41,953	No	4	F	Direct
Common Stock	Disposition	2014-01-31	1,213	$554.12	40,740	No	4	F	Direct
Common Stock	Disposition	2014-01-31	2,599	$560.00	38,141	No	4	S	Direct
Common Stock	Disposition	2014-01-31	7,749	$555.00	30,392	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	F	Direct
No	4	F	Direct
No	4	F	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	2011 Performance SOSARs	Disposition	2014-01-31	12,500	$0.00	12,500	$268.73
Common Stock	2011 Stock Appreciation Rights	Disposition	2014-01-31	7,500	$0.00	7,500	$268.73
Common Stock	2011 Performance SOSARs	Acquisiton	2014-02-03	12,500	$0.00	12,500	$268.73
Common Stock	2012 Performance SOSARs	Acquisiton	2014-02-03	12,500	$0.00	12,500	$371.63
Common Stock	2014 Stock Appreciation Rights	Acquisiton	2014-02-03	30,000	$0.00	30,000	$543.20

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2013-02-11	2018-02-11	No	4	M	Direct
12,500	2013-02-11	2018-02-11	No	4	M	Direct
12,500	2014-02-11	2018-02-11	No	4	A	Direct
12,500	2014-02-06	2019-02-06	No	4	A	Direct
30,000	2016-02-03	2021-02-03	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	72	Indirect	By children

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	25,000	25,000	Direct
Common Stock	2013 Stock Appreciation Rights	$318.45	2015-02-07	2020-02-07	25,000	25,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2019-02-06	25,000	25,000	Direct
2020-02-07	25,000	25,000	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 Exchange Act of 1934, as amended.
12,500 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.
On February 11, 2011, Chipotle granted the reporting person performance-vesting stock-only stock appreciation rights, or Performance SOSARs, in respect of 25,000 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 11, 2013 and 2014 (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 2013 fiscal year, resulting in the Performance SOSARs in respect of the second tranche of 12,500 shares remaining subject only to time-based vesting as reported in Table II above.
On February 6, 2012, Chipotle granted the reporting person performance-vesting stock-only stock appreciation rights, or Performance SOSARs, in respect of 25,000 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 6, 2014 and 2015 (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 2013 fiscal year, resulting in the Performance SOSARs in respect of 12,500 shares remaining subject only to time-based vesting as reported in Table II above.
The 2014 Stock Appreciation Rights awarded to the reporting person vest in equal amounts on the second and third anniversaries of the grant date, 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 possible acceleration 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.