Sec Form 4 Filing - Schalow Laurie @ CHIPOTLE MEXICAN GRILL INC - 2023-05-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Schalow Laurie 2. Issuer Name and Ticker or Trading Symbol CHIPOTLE MEXICAN GRILL INC [ CMG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Corp Affairs, Food Sft (Last) (First) (Middle) C/O CHIPOTLE MEXICAN GRILL, INC., 610 NEWPORT CENTER DR 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2023 (Street) NEWPORT BEACH, CA92660 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price common stock 05/01/2023 M 961 A $ 582.77 4,449 D common stock 05/01/2023 M 1,666 A $ 857 6,115 D common stock 05/01/2023 M 509 A $ 1,479.55 6,624 D common stock 05/01/2023 F( 1 ) 1,329 D $ 2,064.3701 5,295 D common stock 05/01/2023 S 1,106 D $ 2,064.4134 ( 2 ) 4,189 D common stock 05/01/2023 S 118 D $ 2,065.7718 ( 3 ) 4,071 D common stock 05/01/2023 S 2,234 D $ 2,067.812 4 ( 4 ) 1,837 D common stock 05/01/2023 S 200 D $ 2,068.04 1,637 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 2019 SOSAR $ 582.77 05/01/2023 M 961 02/08/2021( 5 ) 02/08/2026 common stock 961 $ 0 0 D 2020 SOSARs $ 857 05/01/2023 M 1,666 02/06/2022( 5 ) 02/06/2027 common stock 1,666 $ 0 0 D 2021 SOSARs $ 1,479.55 05/01/2023 M 509 02/04/2023( 5 )( 6 ) 02/04/2028 common stock 509 $ 0 508 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schalow Laurie C/O CHIPOTLE MEXICAN GRILL, INC. 610 NEWPORT CENTER DR NEWPORT BEACH, CA92660 Chief Corp Affairs, Food Sft Signatures /s/ Helen Kaminski, pursuant to power of attorney previously filed 05/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of the stock appreciation right (SOSAR). ( 2 )Reflects a weighted-average price. Actual sales prices ranged from $2,064.361 to $2,065.15 per share. ( 3 )Reflects a weighted-average price. Actual sales prices ranged from $2,065.40 to $2,066.17 per share. ( 4 )Reflects a weighted-average price. Actual sales prices ranged from $2,067.04 to $2,067.9883 per share. ( 5 )The SOSAR vested in equal amounts on the second and third anniversaries of the grant date. ( 6 )The original Form 4 reporting the grant of this SOSAR erroneously reported it as covering 1,005 shares; the correct number of shares coverd by the grant is 1,017 shares.

Remarks: For each transaction on this Form 4 that is reported at a weighted-average price, 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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