SEC Form 4 · accession 0001209191-15-062070
CHIPOTLE MEXICAN GRILL INC · CMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Montgomery F Moran
Officer — Co-Chief Executive Officer · Director
Period of report
Jul 20, 2015
Accepted (ET)
Jul 22, 2015 · 5:34 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 | Jul 20, 2015 | M | 10,000 | $371.63 | A | 164,755 | D | |
| Common Stock | Jul 20, 2015 | F | 5,498 | $676.00 | D | 159,257 | D | |
| Common StockF2 | Jul 20, 2015 | S | 4,502 | $676.24 | D | 154,755 | D | |
| Common Stock | Jul 22, 2015 | M | 30,000 | $371.63 | A | 184,755 | D | |
| Common Stock | Jul 22, 2015 | F | 15,677 | $711.18 | D | 169,078 | D | |
| Common StockF3 | Jul 22, 2015 | S | 5,123 | $718.85 | D | 163,955 | D | |
| Common StockF4 | Jul 22, 2015 | S | 3,900 | $719.78 | D | 160,055 | D | |
| Common StockF5 | Jul 22, 2015 | S | 3,800 | $721.08 | D | 156,255 | D | |
| Common StockF6 | Jul 22, 2015 | S | 1,500 | $721.94 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 Stock Appreciation Rights | $371.63 | Jul 20, 2015 | M | 10,000 | D | Feb 6, 2014 | Feb 6, 2019 | Common Stock | 10,000 | 60,000 | D |
| 2012 Stock Appreciation Rights | $371.63 | Jul 22, 2015 | M | 30,000 | D | Feb 6, 2014 | Feb 6, 2019 | Common Stock | 30,000 | 30,000 | D |
| 2012 Performance SOSARsF7 | $371.63 | holding | — | — | — | Feb 6, 2014 | Feb 6, 2019 | Common Stock | 70,000 | 70,000 | D |
| 2013 Stock Appreciation RightsF8 | $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 RightsF9 | $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.
- F2Reflects a weighted-average price. Actual sale prices ranged from $676.00 to $676.99 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.
- F3Reflects a weighted-average price. Actual sale prices ranged from $718.41 to $719.41 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 $719.42 to $720.09 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.
- F5Reflects a weighted-average price. Actual sale prices ranged from $720.48 to $721.47 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.
- F6Reflects a weighted-average price. Actual sale prices ranged from $721.50 to $722.37 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.
- F7On 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.
- F8One 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.
- F9The 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.