Edgar Filing: Wilner Robert D

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Wilner Robert D

2. Issuer Name and Ticker or Trading Symbol
CHIPOTLE MEXICAN GRILL INC [CMG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Administrative Officer

(Last)

(First)

(Middle)

1543 WAZEE STREET, #200

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2006

(Street)

DENVER, CO 80202

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock ⁽¹⁾ ⁽²⁾	01/26/2006		P		35,000	A	$ 22	115,499	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Rights ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 7.45

01/26/2006

J⁽¹⁾⁽²⁾⁽³⁾

40,000

07/14/2007

07/14/2010

Class A Common Stock

13,333 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

2006 Options ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 22.35

01/26/2006

A⁽¹⁾⁽²⁾⁽³⁾

13,333

01/14/2007

07/14/2010

Class A Common Stock

13,333 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

80,499

2006 Options ⁽¹⁾ ⁽²⁾ ⁽⁴⁾

$ 22

01/26/2006

A⁽¹⁾⁽²⁾⁽⁴⁾

40,000

01/25/2009

01/25/2013

Class A common Stock

40,000 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

80,499

2002 Options ⁽¹⁾ ⁽²⁾

$ 4.99

01/26/2006

J⁽¹⁾⁽²⁾⁽³⁾

40,000

05/09/2005

11/05/2007

Class A Common Stock

13,333

⁽¹⁾ ⁽²⁾ ⁽³⁾

2002 Options ⁽¹⁾ ⁽²⁾

$ 14.97

01/26/2006

J⁽¹⁾⁽²⁾⁽³⁾

13,333

05/09/2005

11/05/2007

Class A Common Stock

13,333

⁽¹⁾ ⁽²⁾ ⁽³⁾

80,499

2003 Options ⁽¹⁾ ⁽²⁾

$ 5.83

01/26/2006

J⁽¹⁾⁽²⁾⁽³⁾

41,500

05/01/2006

11/08/2008

Class A Common Stock

13,833

⁽¹⁾ ⁽²⁾ ⁽³⁾

2003 Options ⁽¹⁾ ⁽²⁾

$ 17.49

01/26/2006

J⁽¹⁾⁽²⁾⁽³⁾

13,833

05/01/2006

11/08/2008

Class A Common Stock

13,833

⁽¹⁾ ⁽²⁾ ⁽³⁾

80,499

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Wilner Robert D 1543 WAZEE STREET, #200 DENVER, CO 80202			Chief Administrative Officer

Signatures

/s/ Thomas Barnes		01/27/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	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.
(3)	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 and exercise price adjustment give effect to the one-for-three reverse stock split described in Note 2 above.
(4)	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.

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