Sec Form 4 Filing - MCDONALDS CORP @ CHIPOTLE MEXICAN GRILL INC - 2006-10-06

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 MCDONALDS CORP 2. Issuer Name and Ticker or Trading Symbol CHIPOTLE MEXICAN GRILL INC [ CMB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director through deputization. (Last) (First) (Middle) ONE MCDONALD'S PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 10/06/2006 (Street) OAK BROOK, IL60523 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 Class B Common Stock 10/06/2006 S 16,539,967 D $ 44.96 ( 1 ) 0 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCDONALDS CORP ONE MCDONALD'S PLAZA OAK BROOK, IL60523 X X Director through deputization. Signatures /s/ Matthew H. Paull, Corp Senior Executive Vice President and Chief Financial Officer 10/10/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )McDonald?s Corporation (?McDonald?s?) disposed of 16,539,967 shares of Class B Common Stock of Chipotle Mexican Grill, Inc. (?Chipotle?) in a registered exchange offer to its shareholders. The final exchange ratio was 1 share of McDonald?s Class A Common Stock for 0.8879 shares of Class B Common Stock. As a result of the exchange offer, McDonald?s has disposed of its entire equity interest in Chipotle. Prior to the exchange offer, the Class B Common Stock was convertible at any time at the holder?s option on a one-for-one basis into Class A Common Stock. In connection with the exchange offer, the Class B Common Stock will become a separate equity security and will no longer be convertible.

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).

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