Sec Form 4 Filing - Hartung Jack @ CHIPOTLE MEXICAN GRILL INC - 2015-07-23

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
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)
07/23/2015
(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 07/23/2015 M( 1 ) 5,000 A $ 317.63 35,392 D
Common Stock 07/23/2015 F( 1 ) 2,535 D $ 733.09 32,857 D
Common Stock 07/23/2015 S( 1 ) 2,465 D $ 731.34 ( 2 ) 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
2012 Stock Appreciation Rights $ 371.63 07/23/2015 M( 1 ) 5,000 02/06/2014 02/06/2019 Common Stock 5,000 $ 0 0 D
2012 Performance SOSARs $ 371.63 02/06/2014 02/06/2019 Common Stock 10,000 10,000 D
2013 Stock Appreciation Rights $ 318.45 02/07/2015( 3 ) 02/07/2020 Common Stock 25,000 25,000 D
2013 Performance SOSARs $ 318.45 02/07/2015 02/07/2020 Common Stock 12,500 12,500 D
2014 Stock Appreciation Rights $ 543.2 02/03/2016( 4 ) 02/03/2021 Common Stock 30,000 30,000 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
Michael M. McGawn, as attorney-in-fact 07/24/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This stock appreciation rights exercise and sale was executed under the terms of a Sales Plan intended to comply with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.
( 2 )Reflects a weighted-average price. Actual sales prices ranged from $731.20 to $731.60 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.
( 3 )One half of the 2013 Stock Appreciation Rights vested on February 7, 2015 and the remaining half are scheduled to vest on February 7, 2016, subject to possible acceleration of vesting.
( 4 )The 2014 Stock Appreciation Rights are scheduled to vest in equal installments on February 3, 2016 and February 3, 2017, subject to possible acceleration of vesting.

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