SEC Form 4 · accession 0001209191-16-125268
CHIPOTLE MEXICAN GRILL INC · CMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steve Ells
Officer — Chairman & Co-CEO · Director
Period of report
May 31, 2016
Accepted (ET)
Jun 2, 2016 · 6:14 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 31, 2016 | M | 37,500 | $318.45 | A | 122,043 | D | |
| Common Stock | May 31, 2016 | M | 37,500 | $318.45 | A | 159,543 | D | |
| Common Stock | May 31, 2016 | F | 54,000 | $440.26 | D | 105,543 | D | |
| Common StockF1 | May 31, 2016 | S | 9,913 | $439.79 | D | 95,630 | D | |
| Common StockF2 | May 31, 2016 | S | 10,417 | $440.63 | D | 85,213 | D | |
| Common StockF3 | May 31, 2016 | S | 670 | $441.54 | D | 84,543 | 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 31, 2016 | M | 37,500 | A | May 10, 2016 | Feb 7, 2020 | Common Stock | 37,500 | 0 | D |
| 2013 Stock Appreciation Rights | $318.45 | May 31, 2016 | M | 37,500 | A | Feb 7, 2016 | Feb 7, 2020 | Common Stock | 37,500 | 0 | D |
| 2014 Stock Appreciation RightsF4 | $543.20 | holding | — | — | — | Feb 3, 2016 | Feb 3, 2021 | Common Stock | 87,500 | 87,500 | D |
| 2014 Performance SOSARs | $543.20 | holding | — | — | — | May 10, 2016 | Feb 3, 2021 | Common Stock | 43,750 | 43,750 | D |
Explanation of responses
- F1Reflects a weighted-average price. Actual sales prices ranged from $439.18 to $440.18 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.
- F2Reflects a weighted-average price. Actual sales prices ranged from $440.19 to $441.18 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 $441.20 to $441.86 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.
- 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.