Chipotle Mexican Grill (CMG) Form 4 CHIPOTLE MEXICAN GRILL / Jack Hartung ownership change

SEC Form 4

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)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CENTER DRIVE

(Street)

NEWPORT BEACH CA 92660

(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)
08/27/2021

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	08/27/2021		M(1)		14,742	A	$355.42	78,401	D
common stock	08/27/2021		F(2)		2,719	D	$1,927.7	75,682	D
common stock	08/27/2021		S(1)		946	D	$1,914.4845(3)	74,736	D
common stock	08/27/2021		S(1)		1,408	D	$1,915.3925(4)	73,328	D
common stock	08/27/2021		S(1)		1,185	D	$1,916.3182(5)	72,143	D
common stock	08/27/2021		S(1)		397	D	$1,917.1239(6)	71,746	D
common stock	08/27/2021		S(1)		298	D	$1,918.5547(7)	71,448	D
common stock	08/27/2021		S(1)		945	D	$1,919.7351(8)	70,503	D
common stock	08/27/2021		S(1)		372	D	$1,920.36(9)	70,131	D
common stock	08/27/2021		S(1)		674	D	$1,922.3987(10)	69,457	D
common stock	08/27/2021		S(1)		1,700	D	$1,923.4553(11)	67,757	D
common stock	08/27/2021		S(1)		2,329	D	$1,924.2971(12)	65,428	D
common stock	08/27/2021		S(1)		1,347	D	$1,925.4995(13)	64,081	D
common stock	08/27/2021		S(1)		422	D	$1,926.6203(14)	63,659(15)	D

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
2018 SOSARs	$355.42	08/27/2021		M(1)			14,742	03/29/2020(16)	03/29/2025	common stock	14,742	$0	0	D

Explanation of Responses:

1. These stock appreciation right exercise 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. Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of the stock appreciation right.

3. Reflects a weighted-average price. Actual sales prices ranged from $1,913.94 to $1,914.92 per share.

4. Reflects a weighted-average price. Actual sales prices ranged from $1,915.00 to $1,915.98 per share.

5. Reflects a weighted-average price. Actual sales prices ranged from $1,916.01 to $1,916.97 per share.

6. Reflects a weighted-average price. Actual sales prices ranged from $1,917.01 to $1,917.295 per share.

7. Reflects a weighted-average price. Actual sales prices ranged from $1,918.16 to $1,919.11 per share.

8. Reflects a weighted-average price. Actual sales prices ranged from $1,919.16 to $1,920.09 per share.

9. Reflects a weighted-average price. Actual sales prices ranged from $1,920.24 to $1,920.84 per share.

10. Reflects a weighted-average price. Actual sales prices ranged from $1,921.895 to $1,922.81 per share.

11. Reflects a weighted-average price. Actual sales prices ranged from $1,923.04 to $1,924.035 per share.

12. Reflects a weighted-average price. Actual sales prices ranged from $1,924.04 to $1,925.01 per share.

13. Reflects a weighted-average price. Actual sales prices ranged from $1,925.05 to $1,926.02 per share.

14. Reflects a weighted-average price. Actual sales prices ranged from $1,926.17 to $1,926.95 per share.

15. The reporting person no longer has an indirect beneficial interest in 35 shares of common stock owned by his children, which shares were included in the reporting person's prior ownership reports.

16. The SOSARs 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.

Remarks:

For each transaction on this Form 4 that is reported at a weighted-average price, 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.

	/s/ Helen Kaminski, pursuant to power of attorney previously filed	08/30/2021
	** 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).
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