Edgar Filing: Ells Steve

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 ^*

Ells Steve

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)
Chairman & CEO

(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		100	A	$ 45	1,224,933	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

Common Stock

⁽¹⁾ ⁽²⁾

01/26/2006

J⁽¹⁾⁽²⁾

1,919,912

⁽¹⁾⁽²⁾

Class B Common Stock

639,987

⁽¹⁾ ⁽²⁾

Class B Common Stock

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

01/26/2006

J⁽¹⁾⁽²⁾

639,987

⁽¹⁾⁽²⁾

Class A Common Stock

639,987

⁽¹⁾ ⁽²⁾

1,224,883

Series C Preferred

⁽¹⁾ ⁽²⁾ ⁽⁵⁾

01/26/2006

J⁽¹⁾⁽²⁾⁽⁵⁾

1,095,188

⁽¹⁾⁽²⁾⁽⁵⁾

Class B Common Stock

365,063

⁽¹⁾ ⁽²⁾ ⁽⁵⁾

Class B Common Stock

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

01/26/2006

J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

365,063

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Class A Common Stock

365,063

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

1,224,883

Stock Appreciation Rights ⁽⁶⁾

$ 7.45

01/26/2006

J⁽⁶⁾

75,000

⁽⁶⁾

Class A Common Stock

75,000

⁽¹⁾ ⁽²⁾ ⁽⁶⁾

2006 Options

$ 22.35

01/26/2006

A⁽¹⁾⁽²⁾⁽⁶⁾

25,000

01/25/2009

01/29/2012

Class A Common Stock

25,000

⁽¹⁾ ⁽²⁾ ⁽⁶⁾

1,224,883

2006 Options

⁽¹⁾ ⁽²⁾ ⁽⁷⁾

01/26/2006

A⁽¹⁾⁽²⁾⁽⁷⁾

150,000

⁽¹⁾⁽²⁾⁽⁷⁾

Class A Common Stock

150,000

⁽¹⁾ ⁽²⁾ ⁽⁷⁾

1,224,883

2002 Options ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 4.99

01/26/2006

J⁽¹⁾⁽²⁾⁽³⁾

60,000

05/09/2005

11/09/2007

Class A Common

20,000

⁽¹⁾ ⁽²⁾

2002 Options ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 14.97

01/26/2006

J⁽¹⁾⁽²⁾⁽³⁾

20,000

05/09/2005

11/09/2007

Class A Common

20,000

⁽¹⁾ ⁽²⁾

1,224,833

2003 Options ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 5.83

01/26/2006

J⁽¹⁾⁽²⁾⁽³⁾

74,500

05/06/2006

11/08/2008

Class A Common

24,833

⁽¹⁾ ⁽²⁾

2003 Options ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 17.49

01/26/2006

J⁽¹⁾⁽²⁾⁽³⁾

24,833

05/01/2006

11/08/2008

Class A Common

24,833

⁽¹⁾ ⁽²⁾

1,224,833

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ells Steve 1543 WAZEE STREET, 200 DENVER, CO 80202			Chairman & CEO

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)	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.
(4)	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.
(5)	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.
(6)	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.
(7)	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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