SEC Form 4 · accession 0001209191-15-017228
CHIPOTLE MEXICAN GRILL INC · CMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Crumpacker
Officer — Chief Marketing Officer
Period of report
Feb 20, 2015
Accepted (ET)
Feb 23, 2015 · 4:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001058090
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 5,428 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 Performance SOSARs | $371.63 | Feb 20, 2015 | A | 4,000 | A | Feb 20, 2015 | Feb 6, 2021 | Common Stock | 4,000 | 4,000 | D |
| 2013 Performance SOSARs | $318.45 | Feb 20, 2015 | A | 4,000 | A | Feb 20, 2015 | Feb 7, 2019 | Common Stock | 4,000 | 4,000 | D |
| 2013 Stock Appreciations RightsF3 | $318.45 | holding | — | — | — | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 8,000 | 8,000 | D |
| 2013 Stock Appreciation Rights-DevelopmentF4 | $365.80 | holding | — | — | — | Jun 8, 2015 | Jun 8, 2020 | Common Stock | 4,000 | 4,000 | D |
| 2014 Stock Appreciation RightsF5 | $543.20 | holding | — | — | — | Feb 3, 2016 | Feb 3, 2021 | Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1On February 6, 2012, Chipotle granted the reporting person performance-vesting stock-only stock appreciation rights, or Performance SOSARs, in respect of 8,000 shares of Chipotle common stock. Vesting of the Performance SOSARs was contingent on Chipotle's achievement of stated levels of cumulative cash flow from operations prior to the fourth and fifth fiscal year-ends following the award date, with vesting to occur no sooner than February 6, 2014 and 2015 (with half of each Performance SOSAR subject to each such time-based vesting date), subject to possible acceleration. The second cash flow from operations target was achieved in the 2014 fiscal year, resulting in the Performance SOSARs in respect of the second tranche of 4,000 shares vesting in full.
- F2On February 7, 2013, Chipotle granted the reporting person performance-vesting stock-only stock appreciation rights, or Performance SOSARs, in respect of 8,000 shares of Chipotle common stock. Vesting of the Performance SOSARs is contingent on Chipotle's achievement of stated levels of cumulative cash flow from operations prior to the fourth and fifth fiscal year-ends following the award date, with vesting to occur no sooner than February 7, 2015 and 2016 (with half of each Performance SOSAR subject to each such time-based vesting date), subject to possible acceleration. The first cash flow from operations target was achieved in the 2014 fiscal year, resulting in Performance SOSARs in respect of the first tranche of 4,000 shares vesting in full.
- F3One half of the 2013 Stock Appreciation Rights vested on February 7, 2015 and the remaining half are scheduled to vest on February 7, 2016, subject to possible acceleration of vesting.
- F4The 2013 Stock Appreciation Rights Development are scheduled to vest in equal installments on June 8, 2015 and June 8, 2016, subject to possible acceleration of vesting.
- F5The 2014 Stock Appreciation Rights are scheduled to vest in equal installments on February 3, 2016 and February 3, 2017, subject to possible acceleration of vesting.