Brian R Niccol Form 4 CHIPOTLE MEXICAN GRILL / Brian R Niccol 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^*

Niccol Brian R

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2023

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	02/15/2023		A(1)		11,903	A	$0	35,250	D
common stock	02/15/2023		F(2)		6,267	D	$1,644.52	28,983	D
common stock	02/16/2023		S		2	D	$1,637	28,981	D
common stock	02/16/2023		S		77	D	$1,639.0084(3)	28,904	D
common stock	02/16/2023		S		186	D	$1,640.2269(4)	28,718	D
common stock	02/16/2023		S		150	D	$1,641.379(5)	28,568	D
common stock	02/16/2023		S		485	D	$1,642.2465(6)	28,083	D
common stock	02/16/2023		S		699	D	$1,643.3505(7)	27,384	D
common stock	02/16/2023		S		701	D	$1,644.6621(8)	26,683	D
common stock	02/16/2023		S		336	D	$1,646.0526(9)	26,347	D
common stock	02/16/2023		S		400	D	$1,646.91(10)	25,947	D
common stock	02/16/2023		S		700	D	$1,649.05(11)	25,247	D
common stock	02/16/2023		S		800	D	$1,650.1413(12)	24,447	D
common stock	02/16/2023		S		1,000	D	$1,651.0855(13)	23,447	D
common stock	02/16/2023		S		100	D	$1,652.21	23,347	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

Explanation of Responses:

1. Represents shares issued to the reporting person in settlement of a performance share unit (PSU) awarded in 2020. The PSU settled based on the achievement of predetermined performance goals.

2. Consists of shares of common stock retained by Chipotle to satisfy the reporting person's tax obligation in connection with the vesting of a PSU awarded in 2020.

3. Reflects a weighted-average price. Actual sales prices ranged from $1,638.63 to $1,639.49 per share.

4. Reflects a weighted-average price. Actual sales prices ranged from $1,639.82 to $1,640.63 per share.

5. Reflects a weighted-average price. Actual sales prices ranged from $1,640.91.00 to $1,641.80 per share.

6. Reflects a weighted-average price. Actual sales prices ranged from $1,641.98 to $1,642.51 per share.

7. Reflects a weighted-average price. Actual sales prices ranged from $1,643.09 to $1,644.08 per share.

8. Reflects a weighted-average price. Actual sales prices ranged from $1,644.35 to $1,645.06 per share.

9. Reflects a weighted-average price. Actual sales prices ranged from $1,645.57 to $1,646.21 per share.

10. Reflects a weighted-average price. Actual sales prices ranged from $1,646.78 to $1,647.05 per share.

11. Reflects a weighted-average price. Actual sales prices ranged from $1,648.56 to $1,649.50 per share.

12. Reflects a weighted-average price. Actual sales prices ranged from $1,649.73 to $1,650.665 per share.

13. Reflects a weighted-average price. Actual sales prices ranged from $1,650.82 to $1,651.785 per share.

	/s/ Helen Kaminski, pursuant to power of attorney previously filed	02/16/2023
	** 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).
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