SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Baldocchi Albert S

(Last)

(First)

(Middle)

1601 HIGH STREET

(Street)

BOULDER

80304

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2006

3. Issuer Name and Ticker or Trading Symbol
CHIPOTLE MEXICAN GRILL INC [ CMG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	244,265	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	89,366	⁽²⁾⁽³⁾	D
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	154,894	⁽⁴⁾	D

Explanation of Responses:

1. As of the date of this report, the Issuer has one class of common stock (the "Common Stock") and three classes of preferred stock outstanding.

2. Effective January 31, 2006, immediately prior to the anticipated closing date of the Issuer's initial public offering ("IPO") of its class A common stock, par value $.01 per share (the "Class A Common Stock"), the Issuer will amend its certificate of incorporation.

3. That amendment and restatement will, among other things, (i) create two new classes of stock, the Class A Common Stock and the class B common stock, par value $.01 per share (the "Class B Common Stock"), which will be convertible into Class A Common Stock on a one-for-one basis and (ii) reclassify each of the Issuer's then-outstanding shares of Common Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock into one-third of one share of Class B Common Stock (the "Reclassification"). In addition, each outstanding option or Stock Appreciation Right that pertains to a share of Common Stock will be adjusted to pertain to one-third of one share of Class A Common Stock in the Reclassification and the Exercise Price will be adjusted appropriately to reflect the Reclassification.

4. Shares of Class B Common Stock will be automatically converted into Class A Common Stock immediately prior to any sale of such shares, including any sales made in the IPO. Holders of the Class A Common Stock and the Class B Common Stock will generally have identical rights, except that the holders of Class A Common Stock are entitled to one vote per share while holders of class B Common Stock are entitled to ten votes per share on matters to be voted on by shareholders with certain exceptions. After the Reclassification, the Issuer will have no outstanding preferred stock and two classes of outstanding common stock.

5. The Series B Convertible Preferred Stock and the Series C Convertible Preferred Stock are each convertible into Common Stock based on the original purchase price of such series divided by the conversion price at any time at the option of the holder or upon an initial public offering of the issuer. The initial conversion price equals the per share purchase price of $2.01. The conversion price is subject to adjustments under provisions designed to protect against dilution as set forth in the issuer's Certificate of Incorporation. There is no expiration date for the Series B or the Series C Convertible Preferred Stock.

6. The Series D Convertible Preferred Stock is convertible into Common Stock based on the original purchase price of such series divided by the conversion price at any time at the option of the holder or upon an initial public offering of the issuer. The initial conversion price equals the per share purchase price of $2.35. The conversion price is subject to adjustments under provisions designed to protect against dilution as set forth in the issuer's Certificate of Incorporation. There is no expiration date for the Series D Convertible Preferred Stock.

	/s/ Thomas Barnes	01/25/2006
	** 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 5 (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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