-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C3Dk2X9tGOsTRyk3WpIbfZSKAQPxBF6QkvC09m2c8pbtbqZEPO7ZtBqvZTPlxI6T GrhXw0nOhuEApXCWt9Lo8Q== 0001104659-06-003931.txt : 20060126 0001104659-06-003931.hdr.sgml : 20060126 20060126061626 ACCESSION NUMBER: 0001104659-06-003931 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060125 FILED AS OF DATE: 20060126 DATE AS OF CHANGE: 20060126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Friedman Darlene J CENTRAL INDEX KEY: 0001350887 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32731 FILM NUMBER: 06551330 BUSINESS ADDRESS: BUSINESS PHONE: 707-253-1571 MAIL ADDRESS: STREET 1: 429 BEAR CREEK CIRCLE CITY: NAPA STATE: CA ZIP: 94558 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHIPOTLE MEXICAN GRILL INC CENTRAL INDEX KEY: 0001058090 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 841219301 BUSINESS ADDRESS: STREET 1: 1543 WAZEE STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035954000 MAIL ADDRESS: STREET 1: 1543 WAZEE STREET STREET 2: SUITE 200 CITY: DENVER STATE: CO ZIP: 80202 3 1 a3.xml 3 X0202 3 2006-01-25 0 0001058090 CHIPOTLE MEXICAN GRILL INC CMG 0001350887 Friedman Darlene J 429 BEAR CREEK CIRCLE NAPA CA 94558 1 0 0 0 Common Stock 58549 D Common Stock 35142 I Alan H. and Darlene J. Friedman Trustee, Alan H. Friedman Revocable Trust U/A/D June 16, 2000 Series C Convertible Preferred Stock Common Stock 14003 D Series D Convertible Preferred Stock Common Stock 23830 D Series C Convertible Preferred Stock Common Stock 5650 I Alan H. and Darlene J. Friedman Trustee, Alan H. Friedman Revocable Trust U/A/D June 16, 2000 Series D Convertible Preferred Stock Common Stock 9606 I Alan H. and Darlene J. Friedman Trustee, Alan H. Friedman Revocable Trust U/A/D June 16, 2000 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. See Remarks. 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. 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. 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. 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. 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-thir d of one share of Class A Common Stock in the Reclassification and the Exercise Price will be adjusted appropriately to reflect the Reclassification. /s/ Thomas Barnes 2006-01-25 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

LIMITED POWER OF ATTORNEY

 

FOR SECTION 16(a) REPORTING

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Bryant S. “Corky” Messner and Thomas I. Barnes, and each of them, as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in Fact”), with full power of substitution and re-substitution, each with the power to act alone for the undersigned and in the undersigned’s name, place and stead, in any and all capacities to:

 

1.       prepare, execute and file with the Securities and Exchange Commission, any national securities exchange or securities quotation system any and all reports (including any amendment thereto) of the undersigned required or considered advisable under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations thereunder, with respect to the equity securities of Chipotle Mexican Grill, Inc. (the “Company”), including Forms 3, 4 and 5; and

 

2.       obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

 

The undersigned acknowledges that:

 

1.       this Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;

 

2.       any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;

 

3.       neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

 

4.       this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 16 of the Exchange Act, including, without, limitation, the reporting requirements under Section 16(a) of the Exchange Act.

 

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Limited Power of Attorney.

 


 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 with respect to the undersigned’s transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.

 

This Limited Power of Attorney shall be governed and construed in accordance with the laws of the State of Colorado without regard to conflict-of-law principles.

 

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of the 24th day of January, 2006.

 

 

 

 

/s/ Darlene Friedman

 

Darlene Friedman

 

 -----END PRIVACY-ENHANCED MESSAGE-----