SEC Form 4 · accession 0001209191-15-046229
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 21, 2015
Accepted (ET)
May 22, 2015 · 5:05 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 21, 2015 | M | 15,000 | $318.45 | A | 122,133 | D | |
| Common Stock | May 21, 2015 | M | 2,500 | $318.45 | A | 124,633 | D | |
| Common Stock | May 21, 2015 | F | 9,289 | $600.00 | D | 115,344 | D | |
| Common StockF2 | May 21, 2015 | S | 1,600 | $625.57 | D | 113,744 | D | |
| Common StockF3 | May 21, 2015 | S | 2,799 | $626.77 | D | 110,945 | D | |
| Common StockF4 | May 21, 2015 | S | 3,712 | $627.47 | D | 107,233 | D | |
| Common Stock | May 21, 2015 | S | 100 | $628.32 | D | 107,133 | D | |
| Common StockF5 | May 21, 2015 | S | 12,500 | $628.11 | D | 94,633 | D | |
| Common Stock | May 22, 2015 | M | 17,500 | $318.45 | A | 112,133 | D | |
| Common Stock | May 22, 2015 | F | 8,786 | $634.31 | D | 103,347 | D | |
| Common StockF6 | May 22, 2015 | S | 3,913 | $631.66 | D | 99,434 | D | |
| Common StockF7 | May 22, 2015 | S | 3,701 | $632.45 | D | 95,733 | D | |
| Common StockF8 | May 22, 2015 | S | 800 | $633.35 | D | 94,933 | D | |
| Common StockF9 | May 22, 2015 | S | 300 | $634.27 | D | 94,633 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2013 Performance SOSARs | $318.45 | May 21, 2015 | M | 15,000 | A | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 15,000 | 17,500 | D |
| 2013 Stock Appreciation RightsF10 | $318.45 | May 21, 2015 | M | 2,500 | A | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 2,500 | 37,500 | D |
| 2013 Performance SOSARs | $318.45 | May 22, 2015 | M | 17,500 | A | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 17,500 | 0 | D |
| 2014 Stock Appreciation RightsF11 | $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.
- F10The 37,500 2013 Stock Appreciation Rights remaining beneficially owned are scheduled to vest on February 7, 2016, subject to possible acceleration of vesting.
- F11The 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 $625.07 to $625.95 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 $626.15 to $627.13 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 sales prices ranged from $627.16 to $628.03 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 sales prices ranged from $628.00 to $628.99 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 $631.00 to $632.00 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 $632.01 to $632.99 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 $633.03 to $634.10 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 $634.20 to $634.39 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.