Roger E Theodoredis Form 4 CHIPOTLE MEXICAN GRILL / Roger E Theodoredis 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^*

Theodoredis Roger E

(Last) (First) (Middle)

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 Legal Officer & GC

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2022

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	07/28/2022		M		1,695	A	$582.77	5,558	D
common stock	07/28/2022		M		1,336	A	$857	6,894	D
common stock	07/28/2022		S		1,236	D	$1,533.167(1)	5,658	D
common stock	07/28/2022		S		400	D	$1,534.2931(2)	5,258	D
common stock	07/28/2022		F(3)		1,395	D	$1,530.6146	3,863	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
2019 SOSARs	$582.77	07/28/2022		M			1,695	02/08/2021(4)	02/08/2026	common stock	1,695	$0	0	D
2020 SOSARs	$857	07/28/2022		M			1,336	02/06/2022(4)	02/06/2027	common stock	1,336	$0	1,336	D

Explanation of Responses:

1. Reflects a weighted-average price. Actual sales prices ranged from $1,533.1221 to $1,534.0675 per share.

2. Reflects a weighted-average price. Actual sales prices ranged from $1,534.1925 to $1,534.3500 per share.

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

4. The SOSARs 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	08/01/2022
	** 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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