X0202 4 2006-01-26 0 0001058090 CHIPOTLE MEXICAN GRILL INC CMG 0001351070 Anderson Robin S 1543 WAZEE STREET SUITE 200 DENVER CO 80202 0 1 0 0 Chief Accounting Officer Class A Common Stock 2006-01-26 4 P 0 9000 22.00 A 19000 D 2006 Options 22.00 2006-01-26 4 A 0 10000 A 2009-01-25 2013-01-25 Class A Common Stock 10000 10000 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"). 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