SEC Form 4 · accession 0001209191-18-020206
CHIPOTLE MEXICAN GRILL INC · CMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steve Ells
Officer — Executive Chairman · Director
Period of report
Mar 15, 2018
Accepted (ET)
Mar 16, 2018 · 4:40 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 StockF1 | Mar 15, 2018 | A | 11,537 | $0.00 | A | 96,080 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 Performance SOSARsF3 | $543.20 | Mar 15, 2018 | A | 43,750 | A | Mar 15, 2018 | Feb 3, 2021 | Common Stock | 43,750 | 87,500 | D |
| 2014 Stock Appreciation RightsF4 | $543.20 | holding | — | — | — | Feb 3, 2016 | Feb 3, 2021 | Common Stock | 87,500 | 87,500 | D |
| 2018 Special Stock Appreciation Rights | $500.00 | holding | — | — | — | Jan 4, 2021 | Jan 4, 2022 | Common Stock | 175,000 | 175,000 | D |
Explanation of responses
- F1Reflects the partial payout of performance shares originally awarded to the reporting person on February 20, 2015. Vesting of the performance shares was dependent on Chipotle's comparative achievement versus restaurant industry peer companies in average annual growth in sales, net income and shareholder return over the period from January 1, 2015 through December 31, 2017. The Compensation Committee of Chipotle's Board of Directors certified the level of achievement versus the peer group on March 15, 2018, resulting in partial vesting of the performance shares.
- F2Reflects the satisfaction of performance conditions on performance-vesting stock-only stock appreciation rights, or Performance SOSARs, originally granted to the reporting person on February 3, 2014. Vesting of the second tranche of 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 3, 2017, subject to possible acceleration. The Compensation Committee of Chipotle's Board of Directors certified the achievement of the performance target on March 15, 2018, resulting in vesting of the second tranche of 2014 Performance SOSARs.
- F3The first tranche of the 2014 Performance SOSARs vested and became exercisable as of May 10, 2016.
- F4One half of the 2014 Stock Appreciation Rights vested and became exercisable on February 3, 2016, and the remaining half vested and became exercisable on February 3, 2017.