Sec Form 4 Filing - Hartung Jack @ CHIPOTLE MEXICAN GRILL INC - 2014-01-31

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 Hartung Jack 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 Financial Officer (Last) (First) (Middle) 1401 WYNKOOP STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2014 (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 01/31/2014 M( 1 ) 12,500 A $ 268.73 42,892 D Common Stock 01/31/2014 M( 1 ) 7,500 A $ 268.73 50,392 D Common Stock 01/31/2014 F( 1 ) 2,401 D $ 559.85 47,991 D Common Stock 01/31/2014 F( 1 ) 6,038 D $ 556.41 41,953 D Common Stock 01/31/2014 F( 1 ) 1,213 D $ 554.12 40,740 D Common Stock 01/31/2014 S( 1 ) 2,599 D $ 560 38,141 D Common Stock 01/31/2014 S( 1 ) 7,749 D $ 555 30,392 D Common Stock 72 I By children

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 2011 Performance SOSARs $ 268.73 01/31/2014 M( 1 ) 12,500 02/11/2013 02/11/2018 Common Stock 12,500 $ 0 0 D 2011 Stock Appreciation Rights $ 268.73 01/31/2014 M( 1 ) 7,500 02/11/2013( 2 ) 02/11/2018 Common Stock 7,500 $ 0 12,500 D 2011 Performance SOSARs $ 268.73 02/03/2014 A( 3 ) 12,500 02/11/2014 02/11/2018 Common Stock 12,500 $ 0 12,500 D 2012 Performance SOSARs $ 371.63 02/03/2014 A( 4 ) 12,500 02/06/2014 02/06/2019 Common Stock 12,500 $ 0 12,500 D 2014 Stock Appreciation Rights $ 543.2 02/03/2014 A 30,000 02/03/2016( 5 ) 02/03/2021 Common Stock 30,000 $ 0 30,000 D 2012 Stock Appreciation Rights $ 371.63 02/06/2014( 6 ) 02/06/2019 Common Stock 25,000 25,000 D 2013 Stock Appreciation Rights $ 318.45 02/07/2015( 7 ) 02/07/2020 Common Stock 25,000 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hartung Jack 1401 WYNKOOP STREET, SUITE 500 DENVER, CO80202 Chief Financial Officer Signatures /s/ Jack Hartung 02/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )The 2012 Stock Appreciation Rights vest in equal installments on February 6, 2014 and February 6, 2015, subject to possible acceleration of vesting. ( 7 )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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