SEC FORM 4

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^*

Ells Steve

(Last)

(First)

(Middle)

1543 WAZEE STREET, 200

(Street)

DENVER

80202

(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)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common Stock⁽¹⁾⁽²⁾	01/26/2006		P		100	A	$45	1,224,933	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	⁽¹⁾⁽²⁾	01/26/2006		J⁽¹⁾⁽²⁾			1,919,912	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class B Common Stock	639,987	⁽¹⁾⁽²⁾	0	D
Class B Common Stock	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	01/26/2006		J⁽¹⁾⁽²⁾		639,987		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	639,987	⁽¹⁾⁽²⁾	1,224,883	D
Series C Preferred	⁽¹⁾⁽²⁾⁽⁵⁾	01/26/2006		J⁽¹⁾⁽²⁾⁽⁵⁾			1,095,188	⁽¹⁾⁽²⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽⁵⁾	Class B Common Stock	365,063	⁽¹⁾⁽²⁾⁽⁵⁾	0	D
Class B Common Stock	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	01/26/2006		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		365,063		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	Class A Common Stock	365,063	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	1,224,883	D
Stock Appreciation Rights⁽⁶⁾	$7.45	01/26/2006		J⁽⁶⁾			75,000	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	75,000	⁽¹⁾⁽²⁾⁽⁶⁾	0	D
2006 Options	$22.35	01/26/2006		A⁽¹⁾⁽²⁾⁽⁶⁾		25,000		01/25/2009	01/29/2012	Class A Common Stock	25,000	⁽¹⁾⁽²⁾⁽⁶⁾	1,224,883	D
2006 Options	⁽¹⁾⁽²⁾⁽⁷⁾	01/26/2006		A⁽¹⁾⁽²⁾⁽⁷⁾		150,000		⁽¹⁾⁽²⁾⁽⁷⁾	⁽¹⁾⁽²⁾⁽⁷⁾	Class A Common Stock	150,000	⁽¹⁾⁽²⁾⁽⁷⁾	1,224,883	D
2002 Options⁽¹⁾⁽²⁾⁽³⁾	$4.99	01/26/2006		J⁽¹⁾⁽²⁾⁽³⁾			60,000	05/09/2005	11/09/2007	Class A Common	20,000	⁽¹⁾⁽²⁾	0	D
2002 Options⁽¹⁾⁽²⁾⁽³⁾	$14.97	01/26/2006		J⁽¹⁾⁽²⁾⁽³⁾		20,000		05/09/2005	11/09/2007	Class A Common	20,000	⁽¹⁾⁽²⁾	1,224,833	D
2003 Options⁽¹⁾⁽²⁾⁽³⁾	$5.83	01/26/2006		J⁽¹⁾⁽²⁾⁽³⁾			74,500	05/06/2006	11/08/2008	Class A Common	24,833	⁽¹⁾⁽²⁾	0	D
2003 Options⁽¹⁾⁽²⁾⁽³⁾	$17.49	01/26/2006		J⁽¹⁾⁽²⁾⁽³⁾		24,833		05/01/2006	11/08/2008	Class A Common	24,833	⁽¹⁾⁽²⁾	1,224,833	D

Explanation of Responses:

1. 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 and restate its certificate of incorporation.

2. The amendment and restatement of the Issuer's Certificate of Incorporation 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 Class B Common Stock will be convertible into Class A Common Stock on a one-for-one basis, and (u) 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"). The Reclassification was structured to comply with Rules 16b-3 and 16b-7 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The 2002 and 2003 Options and Option Exercise prices for Class A Common Stock reflect adjustments relating to the Reclassification.

3. The Class B Common Stock was acquired without payment or exchange of consideration pursuant to the conversion of the reporting person's Common Stock pursuant to the Amendment and Restatement of the Issuer's Certificate of Incorporation described in Note 1 above.

4. The Class B Common Stock is convertible at my time at the holder's option on a one-for-one basis into Class A Common Stock and has no expiration date. The Class B Common Stock is automatically converted into Class A Common Stock upon any sale by the reporting person. Class B Common Stock generally has identical rights as Class A Common Stock, except that 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.

5. The reporting person's Series C Preferred Stock was automatically reclassified into shares of Class B Common Stock on a three-for-one basis in the Reclassification described in Note 2 and the reporting person was not required to pay any exercise or conversion price in connection with such reclassification. The Reclassification was structured to comply with Rules 16b-3 and 16b-7 of the Exchange Act.

6. Stock Appreciation Rights held by the reporting person were converted as of January 25, 2006 into options to purchase Class A Common Stock subject to the Issuer's 2006 Stock Incentive Compensation Plan. The number of shares covered by the substituted options gives effect to the one-for-three reverse stock split described in Note 2 above.

7. Non-qualified stock option with grant date of January 25, 2006 subject to the closing of the Issuer's IPO and the Issuer's restatement of its certificate of incorporation effective January 31, 2006 as described in Note 1.

	/s/ Thomas Barnes	01/27/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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