X0202 4 2006-01-26 0 0001058090 CHIPOTLE MEXICAN GRILL INC CMG 0001350873 Ells Steve 1543 WAZEE STREET, 200 DENVER CO 80202 0 1 0 0 Chairman & CEO Class A common Stock 2006-01-26 4 P 0 100 45 A 1224933 D Common Stock 2006-01-26 4 J 0 1919912 D Class B Common Stock 639987 0 D Class B Common Stock 2006-01-26 4 J 0 639987 A Class A Common Stock 639987 1224883 D Series C Preferred 2006-01-26 4 J 0 1095188 D Class B Common Stock 365063 0 D Class B Common Stock 2006-01-26 4 J 0 365063 A Class A Common Stock 365063 1224883 D Stock Appreciation Rights 7.45 2006-01-26 4 J 0 75000 D Class A Common Stock 75000 0 D 2006 Options 22.35 2006-01-26 4 A 0 25000 A 2009-01-25 2012-01-29 Class A Common Stock 25000 1224883 D 2006 Options 2006-01-26 4 A 0 150000 A Class A Common Stock 150000 1224883 D 2002 Options 4.99 2006-01-26 4 J 0 60000 D 2005-05-09 2007-11-09 Class A Common 20000 0 D 2002 Options 14.97 2006-01-26 4 J 0 20000 A 2005-05-09 2007-11-09 Class A Common 20000 1224833 D 2003 Options 5.83 2006-01-26 4 J 0 74500 D 2006-05-06 2008-11-08 Class A Common 24833 0 D 2003 Options 17.49 2006-01-26 4 J 0 24833 A 2006-05-01 2008-11-08 Class A Common 24833 1224833 D 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. 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. 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. 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. 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. 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. 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 2006-01-27