X0202 4/A 2006-01-26 2006-01-30 0 0001058090 CHIPOTLE MEXICAN GRILL INC CMG 0001350873 Ells Steve 1543 WAZEE STREET, 200 DENVER CO 80202 0 1 0 0 Chairman & CEO 2006 Options 22.35 2006-01-26 4 A 0 25000 A 2007-07-14 2010-07-14 Class A Common Stock 25000 1224883 D 2006 Options 22 2006-01-26 4 A 0 150000 A 2009-01-25 2013-01-25 Class A Common Stock 150000 1224883 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 (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"). 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. 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 Issuer's 2006 Stock Incentive Compensation Plan. The number of shares converted 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. The purpose of this Amended Form 4 as related to Note (6) is to correct a scrivener's error and show the correct Date Exercisable of 07/14/2007 and Expiration Date of 07/14/2010 of the Option (which corresponds to a previous Stock Appreciation Right Grant) that was converted to a Stock Option upon the Issuer's IPO. The purpose of this Amended Form 4 as related to Note (7) is to correct a scrivener's error and show the Date Exercisable of 01/25/2009, the Expiration Date of 01/25/2013 and the Exercise Price of $22.00 for the Non-qualified Stock Option. /s/ Bryant S. "Corky" Messner 2006-02-23