X0306 4 2015-07-14 0 0001058090 CHIPOTLE MEXICAN GRILL INC CMG 0001350874 Hartung Jack 1401 WYNKOOP STREET, SUITE 500 DENVER CO 80202 0 1 0 0 Chief Financial Officer Common Stock 2015-07-14 4 M 0 5000 371.63 A 35392 D Common Stock 2015-07-14 4 F 0 2823 658.43 D 32569 D Common Stock 2015-07-14 4 S 0 2177 660.08 D 30392 D Common Stock 72 I By children 2012 Performance SOSARs 371.63 2015-07-14 4 M 0 5000 0.00 D 2014-02-06 2019-02-06 Common Stock 5000 20000 D 2012 Stock Appreciation Rights 371.63 2014-02-06 2019-02-06 Common Stock 25000 25000 D 2013 Stock Appreciation Rights 318.45 2015-02-07 2020-02-07 Common Stock 25000 25000 D 2013 Performance SOSARs 318.45 2015-02-07 2020-02-07 Common Stock 12500 12500 D 2014 Stock Appreciation Rights 543.20 2016-02-03 2021-02-03 Common Stock 30000 30000 D This stock appreciation rights exercise and sale was executed under the terms of a Sales Plan intended to comply with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended. Reflects a weighted-average price. Actual sales prices ranged from $660.06 to $660.15 per share. 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. One half of the 2013 Stock Appreciation Rights vested on February 7, 2015 and the remaining half are scheduled to vest on February 7, 2016, subject to possible acceleration of vesting. The 2014 Stock Appreciation Rights are scheduled to vest in equal installments on February 3, 2016 and February 3, 2017, subject to possible acceleration of vesting. Michael M. McGawn, as attorney-in-fact 2015-07-14