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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CHIPOTLE MEXICAN GRILL INC [ CMG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/20/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/20/2015 | M(1) | 5,000 | A | $371.63 | 35,392 | D | |||
| Common Stock | 07/20/2015 | M(1) | 5,000 | A | $371.63 | 40,392 | D | |||
| Common Stock | 07/20/2015 | F(1) | 2,735 | D | $679.48 | 37,657 | D | |||
| Common Stock | 07/20/2015 | F(1) | 2,728 | D | $681.3 | 34,929 | D | |||
| Common Stock | 07/20/2015 | S(1) | 2,265 | D | $667.89(2) | 32,664 | D | |||
| Common Stock | 07/20/2015 | S(1) | 2,272 | D | $680.5(3) | 30,392 | D | |||
| Common Stock | 07/22/2015 | M(1) | 15,000 | A | $317.63 | 45,392 | D | |||
| Common Stock | 07/22/2015 | M(1) | 5,000 | A | $371.63 | 50,392 | D | |||
| Common Stock | 07/22/2015 | F(1) | 7,727 | D | $721.47 | 42,665 | D | |||
| Common Stock | 07/22/2015 | F(1) | 2,581 | D | $720 | 40,084 | D | |||
| Common Stock | 07/22/2015 | S(1) | 2,985 | D | $714.73(4) | 37,099 | D | |||
| Common Stock | 07/22/2015 | S(1) | 1,000 | D | $715.93(5) | 36,099 | D | |||
| Common Stock | 07/22/2015 | S(1) | 3,288 | D | $717.09(6) | 32,811 | D | |||
| Common Stock | 07/22/2015 | S(1) | 2,419 | D | $720.07(7) | 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) | |||||||||||||||
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| 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 | ||||||||
| 2012 Stock Appreciation Rights | $371.63 | 07/20/2015 | M(1) | 5,000 | 02/06/2014 | 02/06/2019 | Common Stock | 5,000 | $0.00 | 20,000 | D | ||||
| 2012 Performance SOSARs | $371.63 | 07/20/2015 | M(1) | 5,000 | 02/06/2014 | 02/06/2019 | Common Stock | 5,000 | $0.00 | 15,000 | D | ||||
| 2012 Stock Appreciation Rights | $371.63 | 07/22/2015 | M(1) | 15,000 | 02/06/2014 | 02/06/2019 | Common Stock | 15,000 | $0.00 | 5,000 | D | ||||
| 2012 Performance SOSARs | $371.63 | 07/22/2015 | M(1) | 5,000 | 02/06/2014 | 02/06/2019 | Common Stock | 5,000 | $0.00 | 10,000 | D | ||||
| 2013 Stock Appreciation Rights | $318.45 | 02/07/2015(8) | 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(9) | 02/03/2021 | Common Stock | 30,000 | 30,000 | D | ||||||||
| 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 $677.46 to $678.39 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. Reflects a weighted-average price. Actual sales prices ranged from $680.50 to $680.59 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. |
| 4. Reflects a weighted-average price. Actual sales prices ranged from $714.25 to $715.24 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. |
| 5. Reflects a weighted-average price. Actual sales prices ranged from $715.69 to $716.50 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 sales prices ranged from $716.99 to $717.54 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 sales prices ranged from $720.00 to $720.25 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. 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. |
| 9. 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. |
| Remarks: |
| Michael M. McGawn, as attorney-in-fact | 07/22/2015 | |
| ** 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. | ||