SEC Form 4 · accession 0001209191-15-045328
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
Montgomery F Moran
Officer — Co-Chief Executive Officer · Director
Period of report
May 19, 2015
Accepted (ET)
May 21, 2015 · 4:05 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 19, 2015 | M | 70,000 | $103.79 | A | 224,755 | D | |
| Common Stock | May 19, 2015 | F | 6,611 | $628.00 | D | 218,144 | D | |
| Common Stock | May 19, 2015 | F | 4,982 | $625.00 | D | 213,162 | D | |
| Common StockF1 | May 19, 2015 | S | 16,140 | $631.90 | D | 197,022 | D | |
| Common StockF2 | May 19, 2015 | S | 2,863 | $632.63 | D | 194,159 | D | |
| Common StockF3 | May 19, 2015 | S | 6,511 | $634.07 | D | 187,648 | D | |
| Common StockF4 | May 19, 2015 | S | 6,154 | $635.24 | D | 181,494 | D | |
| Common StockF5 | May 19, 2015 | S | 5,018 | $636.33 | D | 176,476 | D | |
| Common StockF6 | May 19, 2015 | S | 19,820 | $637.40 | D | 156,656 | D | |
| Common StockF7 | May 19, 2015 | S | 1,100 | $638.41 | D | 155,556 | D | |
| Common StockF8 | May 19, 2015 | S | 801 | $639.12 | D | 154,755 | D | |
| Common Stock | May 20, 2015 | M | 75,000 | $268.73 | A | 229,755 | D | |
| Common Stock | May 20, 2015 | M | 75,000 | $268.73 | A | 304,755 | D | |
| Common Stock | May 20, 2015 | F | 55,278 | $632.00 | D | 249,477 | D | |
| Common Stock | May 20, 2015 | F | 8,504 | $632.03 | D | 240,973 | D | |
| Common StockF9 | May 20, 2015 | S | 24,386 | $628.49 | D | 216,587 | D | |
| Common StockF10 | May 20, 2015 | S | 22,719 | $629.45 | D | 193,868 | D | |
| Common StockF11 | May 20, 2015 | S | 7,414 | $630.64 | D | 186,454 | D | |
| Common StockF12 | May 20, 2015 | S | 24,342 | $631.82 | D | 162,112 | D | |
| Common StockF13 | May 20, 2015 | S | 7,357 | $632.37 | D | 154,755 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2010 Stock Appreciation Rights | $103.79 | May 19, 2015 | M | 70,000 | D | Feb 16, 2013 | Feb 16, 2017 | Common Stock | 70,000 | 0 | D |
| 2011 Stock Appreciation Rights | $268.73 | May 20, 2015 | M | 75,000 | D | Feb 11, 2013 | Feb 11, 2018 | Common Stock | 75,000 | 0 | D |
| 2011 Performance SOSARs | $268.73 | May 20, 2015 | M | 75,000 | D | Feb 11, 2013 | Feb 11, 2018 | Common Stock | 75,000 | 0 | D |
| 2012 Stock Appreciation Rights | $371.63 | holding | — | — | — | Feb 6, 2014 | Feb 6, 2019 | Common Stock | 75,000 | 75,000 | D |
| 2012 Performance SOSARsF14 | $371.63 | holding | — | — | — | Feb 6, 2014 | Feb 6, 2019 | Common Stock | 75,000 | 75,000 | D |
| 2013 Stock Appreciation RightsF15 | $318.45 | holding | — | — | — | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 75,000 | 75,000 | D |
| 2013 Performance SOSARs | $318.45 | holding | — | — | — | Feb 20, 2015 | Feb 7, 2020 | Common Stock | 37,500 | 37,500 | D |
| 2014 Stock Appreciation RightsF16 | $543.20 | holding | — | — | — | Feb 3, 2016 | Feb 3, 2021 | Common Stock | 87,500 | 87,500 | D |
Explanation of responses
- F1Reflects a weighted-average price. Actual sale prices ranged from $631.50 to $632.47 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.
- F10Reflects a weighted-average price. Actual sale prices ranged from $629.06 to $630.00 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.
- F11Reflects a weighted-average price. Actual sale prices ranged from $630.10 to $631.06 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.
- F12Reflects a weighted-average price. Actual sale prices ranged from $631.16 to $632.16 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 sale prices ranged from $632.17 to $632.86 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.
- F14On February 6, 2012, Chipotle granted the reporting person performance-vesting stock-only stock appreciation rights, or Performance SOSARs, in respect of 75,000 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 37,500 shares vesting in full. The first tranche of 37,500 shares was exercisable as of February 6, 2014.
- F15One 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.
- F16The 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 sale prices ranged from $632.50 to $633.15 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 sale prices ranged from $633.68 to $634.65 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 $634.73 to $635.65 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 $635.84 to $636.78 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 sale prices ranged from $636.89 to $637.88 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 sale prices ranged from $637.93 to $638.69 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 sale prices ranged from $639.00 to $639.27 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 sale prices ranged from $628.05 to $629.05 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.