Sec Form 4 Filing - Jones Rex A @ CHIPOTLE MEXICAN GRILL INC - 2009-12-21

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 Jones Rex A 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 Development Officer (Last) (First) (Middle) 1401 WYNKOOP STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2009 (Street) DENVER, CO80202 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 ( 1 ) 12/21/2009 J( 1 ) V 4,000 D $ 0 0 D Common Stock ( 1 ) 12/21/2009 J( 1 ) V 4,000 A $ 0 6,135 D Common Stock ( 2 ) 345 I By Charene A. Jones Trust

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 Jones Rex A 1401 WYNKOOP STREET, SUITE 500 DENVER, CO80202 Chief Development Officer Signatures /s/ Michael McGawn, as attorney-in-fact 12/22/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the automatic conversion on December 21, 2009 of each outstanding share of Chipotle Mexican Grill, Inc. Class B common stock into one share of Chipotle Mexican Grill, Inc. Class A common stock, and simultaneous renaming of the Class A common stock as "common stock," pursuant to the Amended and Restated Certificate of Incorporation filed on December 21, 2009. Such share conversion is an exempt transaction pursuant to SEC Rule 16b-7. ( 2 )Effective December 21, 2009, shares of Chipotle Mexican Grill, Inc. Class A common stock were redesignated as "common stock."

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).

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