SEC Form 4 · accession 0001209191-15-039038
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
Apr 21, 2015
Accepted (ET)
May 5, 2015 · 6:10 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 StockF1 | Apr 21, 2015 | S | 14,910 | $699.00 | D | 119,633 | 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 Performance SOSARSs | $371.63 | holding | — | — | — | Feb 6, 2015 | Feb 6, 2019 | Common Stock | 12,500 | 12,500 | D |
| 2013 Performance SOSARs | $318.45 | holding | — | — | — | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 37,500 | 37,500 | D |
| 2013 Stock Appreciation RightsF2 | $318.45 | holding | — | — | — | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 75,000 | 75,000 | D |
| 2014 Stock Appreciation RightsF3 | $543.20 | holding | — | — | — | Feb 3, 2016 | Feb 3, 2021 | Common Stock | 87,500 | 87,500 | D |
Explanation of responses
- F1This stock sale was executed under the terms of a 10b5-1 Sales Plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. This transaction is being reported late due to a brokerage firm's error in transmitting confirmation of the transaction.
- F2One 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.
- F3The 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.