SEC Form 4 · accession 0001209191-15-027115
CHIPOTLE MEXICAN GRILL INC · CMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steve Ells
Officer — Chairman & Co-CEO · Director
Period of report
Mar 16, 2015
Accepted (ET)
Mar 17, 2015 · 5:00 pm EDT
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 | Mar 16, 2015 | M | 12,500 | $371.63 | A | 147,043 | D | |
| Common Stock | Mar 16, 2015 | F | 6,825 | $680.67 | D | 140,218 | D | |
| Common StockF2 | Mar 16, 2015 | S | 5,675 | $680.03 | D | 134,543 | D | |
| Common Stock | holding | — | — | — | 12,519 | I | Ells Dynasty Trust Holdings LLC | |
| Common Stock | holding | — | — | — | 99,740 | I | Ells DE Trust Holdings LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 Stock Appreciation Rights | $371.63 | Mar 16, 2015 | M | 12,500 | D | Feb 6, 2015 | Feb 6, 2019 | Common Stock | 12,500 | 12,500 | D |
| 2012 Performance SOSARs | $371.63 | holding | — | — | — | Feb 6, 2015 | Feb 6, 2019 | Common Stock | 37,500 | 37,500 | D |
| 2013 Performance SOSARs | $318.45 | holding | — | — | — | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 37,500 | 37,500 | D |
| 2013 Stock Appreciation RightsF3 | $318.45 | holding | — | — | — | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 75,000 | 75,000 | D |
| 2014 Stock Appreciation RightsF4 | $543.20 | holding | — | — | — | Feb 3, 2016 | Feb 3, 2021 | Common Stock | 87,500 | 87,500 | D |
Explanation of responses
- F1This stock appreciation rights exercise and sale was executed under the terms of a Sales Plan intended to comply with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.
- F2Reflects a weighted-average price. Actual sales prices ranged from $680.00 to $680.43 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
- 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 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.