Sec Form 4 Filing - Ells Steve @ CHIPOTLE MEXICAN GRILL INC - 2013-09-10

Insider filing report for Changes in Beneficial Ownership
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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
Ells Steve
2. Issuer Name and Ticker or Trading Symbol
CHIPOTLE MEXICAN GRILL INC [ CMG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
1401 WYNKOOP STREET, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
09/10/2013
(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
Common Stock 09/10/2013 G( 1 ) V 415 A $ 0 12,519 I Ells Dynasty Trust Holdings LLC
Common Stock 09/13/2013 M( 2 ) 37,500 A $ 103.79 172,043 ( 3 ) D
Common Stock 09/13/2013 F( 2 ) 9,151 D $ 425.34 162,892 D
Common Stock 09/16/2013 S( 2 ) 7,568 D $ 422.05 ( 4 ) 155,324 D
Common Stock 09/16/2013 S( 2 ) 14,417 D $ 422.9 ( 5 ) 140,907 D
Common Stock 09/16/2013 S( 2 ) 2,427 D $ 423.83 ( 6 ) 138,480 D
Common Stock 09/16/2013 S( 2 ) 2,600 D $ 425.13 ( 7 ) 135,880 D
Common Stock 09/16/2013 S( 2 ) 1,337 D $ 425.94 ( 8 ) 134,543 D
Common Stock 99,740 I Ells DE Trust Holdings LLC
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
2010 Stock Appreciation Rights $ 103.79 09/13/2013 M( 2 ) 37,500 02/16/2013 02/16/2017 Common Stock 37,500 $ 0 0 D
2011 Stock Appreciation Rights $ 268.73 02/11/2013( 9 ) 02/11/2018 Common Stock 75,000 75,000 D
2011 Performance SOSARs $ 268.73 02/11/2013 02/11/2018 Common Stock 37,500 37,500 D
2012 Stock Appreciation Rights $ 371.63 02/06/2014( 10 ) 02/06/2019 Common Stock 75,000 75,000 D
2013 Stock Appreciation Rights $ 318.45 02/07/2015( 11 ) 02/07/2020 Common Stock 75,000 75,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ells Steve
1401 WYNKOOP STREET, SUITE 500
DENVER, CO80202
X Chairman & CEO
Signatures
/s/ Michael McGawn, as attorney-in-fact 09/17/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 10, 2013, 415 shares of common stock of Chipotle Mexican Grill, Inc. that were previously held indirectly through Ells Dynasty Trust Holdings, LLC were transferred to the reporting person's direct holdings.
( 2 )These stock appreciation rights exercises and sales were executed under the terms of a Sales Plan intended to comply with Rule 10b5-1under the Securities Exchange Act of 1934, as amended.
( 3 )A Form 4 filed on the reporting person's behalf on August 2, 2013 incorrectly stated the number of shares beneficially owned directly by the reporting person as of August 2,2013. The correct number of shares beneficially owned directly by the reporting person as of that date was 134,128.
( 4 )Reflects a weighted-average price. Actual sale prices ranged from $421.46 to $422.43 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 C ommission complete information regarding the number of shares sold at each separate price.
( 5 )Reflects a weighted-average price. Actual sale prices ranged from $422.46 to $423.45 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.
( 6 )Reflects a weighted-average price. Actual sale prices ranged from $423.46 to $424.36 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.
( 7 )Reflects a weighted-average price. Actual sale prices ranged from $424.52 to $425.45 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.
( 8 )Reflects a weighted-average price. Actual sale prices ranged from $425.58 to $426.17 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.
( 9 )37,500 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.
( 10 )The 2012 Stock Appreciation Rights vest in equal installments on February 6, 2014 and February 6, 2015, subject to possibleacceleration of vesting.
( 11 )The 2013 Stock Appreciation Rights vest in equal installments on February 7, 2015 and February 7, 2016, subject to possible acceleration of vesting.

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