SEC Form 4 · accession 0001209191-15-045033
CHIPOTLE MEXICAN GRILL INC · CMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Steve Ells
Officer — Chairman & Co-CEO · Director
Period of report
May 18, 2015
Accepted (ET)
May 20, 2015 · 6:39 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 | May 18, 2015 | M | 5,000 | $318.45 | A | 124,633 | D | |
| Common Stock | May 18, 2015 | M | 12,500 | $371.63 | A | 137,133 | D | |
| Common Stock | May 18, 2015 | F | 10,397 | $600.00 | D | 126,736 | D | |
| Common Stock | May 18, 2015 | S | 2,346 | $631.77 | D | 124,390 | D | |
| Common StockF2 | May 18, 2015 | S | 2,757 | $631.66 | D | 121,633 | D | |
| Common StockF3 | May 18, 2015 | S | 2,000 | $633.16 | D | 119,633 | D | |
| Common Stock | May 19, 2015 | M | 17,500 | $318.45 | A | 137,133 | D | |
| Common Stock | May 19, 2015 | F | 9,289 | $600.00 | D | 127,844 | D | |
| Common StockF4 | May 19, 2015 | S | 6,713 | $635.20 | D | 121,131 | D | |
| Common StockF5 | May 19, 2015 | S | 1,398 | $636.03 | D | 119,733 | D | |
| Common Stock | May 19, 2015 | S | 100 | $636.93 | D | 119,633 | D | |
| Common Stock | May 20, 2015 | M | 17,500 | $318.45 | A | 137,133 | D | |
| Common Stock | May 20, 2015 | F | 9,289 | $600.00 | D | 127,844 | D | |
| Common StockF6 | May 20, 2015 | S | 1,260 | $628.43 | D | 126,584 | D | |
| Common StockF7 | May 20, 2015 | S | 1,551 | $629.95 | D | 125,033 | D | |
| Common StockF8 | May 20, 2015 | S | 2,000 | $630.65 | D | 123,033 | D | |
| Common StockF9 | May 20, 2015 | S | 900 | $631.72 | D | 122,133 | D | |
| Common StockF10 | May 20, 2015 | S | 497 | $633.18 | D | 121,636 | D | |
| Common StockF11 | May 20, 2015 | S | 2,003 | $634.74 | D | 119,633 | D | |
| Common StockF12 | May 20, 2015 | S | 1,264 | $627.77 | D | 118,369 | D | |
| Common StockF13 | May 20, 2015 | S | 2,348 | $628.41 | D | 116,021 | D | |
| Common StockF14 | May 20, 2015 | S | 1,171 | $629.80 | D | 114,850 | D | |
| Common StockF15 | May 20, 2015 | S | 4,107 | $630.72 | D | 110,743 | D | |
| Common StockF16 | May 20, 2015 | S | 3,610 | $631.82 | D | 107,133 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2013 Performance SOSARs | $318.45 | May 18, 2015 | M | 5,000 | A | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 5,000 | 32,500 | D |
| 2012 Performance SOSARs | $371.63 | May 18, 2015 | M | 12,500 | A | Feb 6, 2015 | Feb 6, 2019 | Common Stock | 12,500 | 0 | D |
| 2013 Stock Appreciation RightsF17 | $318.45 | May 19, 2015 | M | 17,500 | A | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 17,500 | 57,500 | D |
| 2013 Stock Appreciation RightsF17 | $318.45 | May 20, 2015 | M | 17,500 | A | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 17,500 | 40,000 | D |
| 2014 Stock Appreciation RightsF18 | $543.20 | holding | — | — | — | Feb 3, 2016 | Feb 3, 2021 | Common Stock | 87,500 | 87,500 | D |
Explanation of responses
- F1These stock appreciation rights exercises and sales were 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.
- F10Reflects a weighted-average price. Actual sales prices ranged from $632.75 to $633.61 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.
- F11Reflects a weighted-average price. Actual sales prices ranged from $634.00 to $634.74 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.
- F12Reflects a weighted-average price. Actual sales prices ranged from $627.10 to $628.09 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.
- F13Reflects a weighted-average price. Actual sales prices ranged from $628.18 to $629.00 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.
- F14Reflects a weighted-average price. Actual sales prices ranged from $629.23 to $630.02 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.
- F15Reflects a weighted-average price. Actual sales prices ranged from $630.04 to $631.01 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.
- F16Reflects a weighted-average price. Actual sales prices ranged from $631.11 to $632.01 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.
- F1737,500 of the 2013 Stock Appreciation Rights are scheduled to vest on February 7, 2015, subject to possible acceleration of vesting.
- F18The 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.
- F2Reflects a weighted-average price. Actual sales prices ranged from $631.26 to $632.04 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
- F3Reflects a weighted-average price. Actual sales prices ranged from $633.00 to $633.25 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
- F4Reflects a weighted-average price. Actual sale prices ranged from $634.75 to $635.72 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.
- F5Reflects a weighted-average price. Actual sale prices ranged from $635.80 to $636.61 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.
- F6Reflects a weighted-average price. Actual sales prices ranged from $628.04 to $629.00 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.
- F7Reflects a weighted-average price. Actual sales prices ranged from $629.29 to $630.26 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.
- F8Reflects a weighted-average price. Actual sales prices ranged from $630.31 to $631.29 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.
- F9Reflects a weighted-average price. Actual sales prices ranged from $631.36 to $632.06 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.