Statement of Changes in Beneficial Ownership (4)
August 06 2021 - 4:34PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Niccol Brian R |
2. Issuer Name and Ticker or Trading Symbol
CHIPOTLE MEXICAN GRILL INC
[
CMG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, CEO |
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(Last)
(First)
(Middle)
C/O CHIPOTLE MEXICAN GRILL, INC., 610 NEWPORT CENTER DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/4/2021 |
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(Street)
NEWPORT BEACH, CA 92660
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| common stock | 8/4/2021 | | M(1) | | 2280 | A | $352.18 | 29804 | D | |
| common stock | 8/4/2021 | | M(1) | | 3001 | A | $400.20 | 32805 | D | |
| common stock | 8/4/2021 | | F(2) | | 1056 | D | $1899.90 | 31749 | D | |
| common stock | 8/4/2021 | | S(1) | | 4225 | D | $1899.90 | 27524 | D | |
| common stock | 8/4/2021 | | M(1) | | 6913 | A | $323.11 | 34437 | D | |
| common stock | 8/4/2021 | | F(2) | | 1176 | D | $1899.90 | 33261 | D | |
| common stock | 8/4/2021 | | S(1) | | 1585 | D | $1900.2279 (3) | 31676 | D | |
| common stock | 8/4/2021 | | S(1) | | 805 | D | $1901.3898 (4) | 30871 | D | |
| common stock | 8/4/2021 | | S(1) | | 1657 | D | $1902.485 (5) | 29214 | D | |
| common stock | 8/4/2021 | | S(1) | | 1019 | D | $1903.5826 (6) | 28195 | D | |
| common stock | 8/4/2021 | | S(1) | | 271 | D | $1904.2953 (7) | 27924 | D | |
| common stock | 8/4/2021 | | S(1) | | 400 | D | $1905.3712 (8) | 27524 | D | |
| common stock | 8/5/2021 | | M(1) | | 1833 | A | $323.11 | 29357 | D | |
| common stock | 8/5/2021 | | F(2) | | 312 | D | $1899.90 | 29045 | D | |
| common stock | 8/5/2021 | | S(1) | | 112 | D | $1900.7962 (9) | 28933 | D | |
| common stock | 8/5/2021 | | S(1) | | 150 | D | $1903.2983 (10) | 28783 | D | |
| common stock | 8/5/2021 | | S(1) | | 239 | D | $1905.0836 (11) | 28544 | D | |
| common stock | 8/5/2021 | | S(1) | | 109 | D | $1905.9769 (12) | 28435 | D | |
| common stock | 8/5/2021 | | S(1) | | 109 | D | $1908.098 (13) | 28326 | D | |
| common stock | 8/5/2021 | | S(1) | | 300 | D | $1908.8437 (14) | 28026 | D | |
| common stock | 8/5/2021 | | S(1) | | 368 | D | $1909.8037 (15) | 27658 | D | |
| common stock | 8/5/2021 | | S(1) | | 34 | D | $1910.8059 (16) | 27624 | D | |
| common stock | 8/5/2021 | | S(1) | | 100 | D | $1912.08 | 27524 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| 2018 Make-Whole SOSAR | $352.18 | 8/4/2021 | | M (1) | | | 2280 | 3/5/2019 | 3/25/2025 | common stock | 2280 | $0 | 0 | D | |
| 2018 Inducement SOSAR | $400.20 | 8/4/2021 | | M (1) | | | 3001 | 3/5/2019 | 3/5/2025 | common stock | 3001 | $0 | 14694 | D | |
| 2018 SOSAR | $323.11 | 8/4/2021 | | M (1) | | | 6913 | 3/29/2020 | 3/29/2025 | common stock | 6913 | $0 | 3806 | D | |
| 2018 SOSAR | $323.11 | 8/5/2021 | | M (1) | | | 1833 | 3/29/2020 | 3/29/2025 | common stock | 1833 | $0 | 1973 | D | |
| Explanation of Responses: |
| (1) | This stock appreciation rights exercise and sale was 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. |
| (2) | Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of the stock appreciation right. |
| (3) | 3. Reflects a weighted-average price. Actual sales prices ranged from $1,899.92 to $1,900.89 per share. |
| (4) | 4. Reflects a weighted-average price. Actual sales prices ranged from $1,900.96 to $1,901.95 per share. |
| (5) | 5. Reflects a weighted-average price. Actual sales prices ranged from $1,901.99 to $1,902.98 per share. |
| (6) | 6. Reflects a weighted-average price. Actual sales prices ranged from $1,903.00 to $1,903.965 per share. |
| (7) | 7. Reflects a weighted-average price. Actual sales prices ranged from $1,904.14 to $1,905.025 per share. |
| (8) | 8. Reflects a weighted-average price. Actual sales prices ranged from $1,905.37 to $1,905.375 per share. |
| (9) | 9. Reflects a weighted-average price. Actual sales prices ranged from $1,900.52 to $1,901.51 per share. |
| (10) | 10. Reflects a weighted-average price. Actual sales prices ranged from $1,903.095 to $1,903.40 per share. |
| (11) | 11. Reflects a weighted-average price. Actual sales prices ranged from $1,904.645 to $1,905.60 per share. |
| (12) | 12. Reflects a weighted-average price. Actual sales prices ranged from $1,905.72 to $1,906.00 per share. |
| (13) | 13. Reflects a weighted-average price. Actual sales prices ranged from $1,907.54 to $1,908.16 per share. |
| (14) | 14. Reflects a weighted-average price. Actual sales prices ranged from $1,908.68 to $1,909.19 per share. |
| (15) | 15. Reflects a weighted-average price. Actual sales prices ranged from $1,909.73 to $1,910.495 per share. |
| (16) | 16. Reflects a weighted-average price. Actual sales prices ranged from $1,910.74 to $1,910.97 per share. |
Remarks:
For each transaction on this Form 4 that is reported at a weighted-average price, 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Niccol Brian R
C/O CHIPOTLE MEXICAN GRILL, INC.
610 NEWPORT CENTER DRIVE
NEWPORT BEACH, CA 92660 | X |
| Chairman, CEO |
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Signatures
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| /s/ Helen Kaminski, pursuant to power of attorney previously filed | | 8/6/2021 |
| **Signature of Reporting Person | Date |
Chipotle Mexican Grill (NYSE:CMG)
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