SEC Form 4 · accession 0001209191-16-119341
CHIPOTLE MEXICAN GRILL INC · CMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jack Hartung
Officer — Chief Financial Officer
Period of report
May 10, 2016
Accepted (ET)
May 11, 2016 · 7:06 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 | holding | — | — | — | 30,392 | D | ||
| Common Stock | holding | — | — | — | 72 | I | By children |
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 10, 2016 | A | 12,500 | A | May 10, 2016 | Feb 7, 2020 | Common Stock | 12,500 | 25,000 | D |
| 2014 Performance SOSARs | $543.20 | May 10, 2016 | A | 15,000 | A | May 10, 2016 | Feb 3, 2021 | Common Stock | 15,000 | 15,000 | D |
| 2013 Stock Appreciation RightsF3 | $318.45 | holding | — | — | — | Feb 7, 2015 | Feb 7, 2020 | Common Stock | 25,000 | 25,000 | D |
| 2014 Stock Appreciation RightsF4 | $543.20 | holding | — | — | — | Feb 3, 2016 | Feb 3, 2021 | Common Stock | 30,000 | 30,000 | D |
Explanation of responses
- F1This report is filed in connection with the satisfaction of performance conditions on performance-vesting stock-only stock appreciation rights, or Performance SOSARs, originally granted to the reporting person on February 7, 2013. Vesting of the second tranche of 12,500 Performance SOSARs was contingent on Chipotle's achievement of stated levels of cumulative cash flow from operations prior to the fifth fiscal year-end following the award date, with vesting to occur no sooner than February 7, 2016, subject to possible acceleration. The Compensation Committee of Chipotle's Board of Directors certified the achievement of the performance target on May 10, 2016, resulting in the second tranche of 2013 Performance SOSARs vesting in full.
- F2This report is filed in connection with the satisfaction of performance conditions on Performance SOSARs originally granted to the reporting person on February 3, 2014. Vesting of the 2014 Performance SOSARs is 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 3, 2016 and 2017 (with half of each 2014 Performance SOSAR subject to each such time-based vesting date), subject to possible acceleration. The Compensation Committee of Chipotle's Board of Directors certified the achievement of the first performance target on May 10, 2016, resulting in the first tranche of 15,000 2014 Performance SOSARs vesting in full.
- F3These 2013 Stock Appreciation Rights, which were subject to time-based vesting only, vested in full on February 7, 2016.
- F4One half of the 2014 Stock Appreciation Rights vested on February 3, 2016 and the remaining half are scheduled to vest on February 3, 2017, subject to possible acceleration of vesting.