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Form 4 CHIPOTLE MEXICAN GRILL For: Apr 21 Filed by: Hartung Jack

April 23, 2015 4:29 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hartung Jack

(Last) (First) (Middle)
1401 WYNKOOP STREET, SUITE 500

(Street)
DENVER CO 80202

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/21/2015   M (1)   12,500 A $ 268.73 42,892 D  
Common Stock 04/21/2015   M (1)   2,500 A $ 268.73 45,392 D  
Common Stock 04/21/2015   F (1)   1,948 D $ 690 43,444 D  
Common Stock 04/21/2015   F (1)   1,934 D $ 695 41,510 D  
Common Stcok 04/21/2015   F (1)   1,924 D $ 699 39,586 D  
Common Stock 04/21/2015   S (1)   3,052 D $ 690 36,534 D  
Common Stock 04/21/2015   S (1)   3,066 D $ 695 33,468 D  
Common Stock 04/21/2015   S (1)   3,076 D $ 699 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 04/21/2015   M (1)     12,500 02/11/2013 02/11/2018 Common Stock 12,500 $ 0 0 D  
2011 Stock Appreciation Rights $ 268.73 04/21/2015   M (1)     2,500 02/11/2014 02/11/2018 Common Stock 2,500 $ 0 0 D  
2012 Stock Appreciation Rights $ 371.63             02/06/2014 02/06/2019 Common Stock 25,000   25,000 D  
2012 Performance SOSARs $ 371.63             02/06/2014 02/06/2019 Common Stock 25,000   25,000 D  
2013 Stock Appreciation Rights $ 318.45             02/07/2015 (2) 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 (3) 02/03/2021 Common Stock 30,000   30,000 D  
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 and Exchange Act of 1934, as amended.
2. 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.
3. 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.
Michael M. McGawn, as attorney-in-fact 04/23/2015
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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