|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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 | ||||||||
2010 Stock Appreciation Rights | $ 103.79 | 08/01/2013 | M | 37,500 | 02/16/2013 | 02/16/2017 | Common Stock | 37,500 | $ 0 | 37,500 | D | ||||
2011 Stock Appreciation Rights | $ 268.73 | 02/11/2013(9) | 02/11/2018 | Common Stock | 75,000 | 75,000 | D | ||||||||
2011 Performance SOSARs | $ 268.73 | 02/11/2013 | 02/11/2018 | Common Stock | 37,500 | 37,500 | D | ||||||||
2012 Stock Appreciation Rights | $ 371.63 | 02/06/2014(10) | 02/06/2019 | Common Stock | 75,000 | 75,000 | D | ||||||||
2013 Stock Appreciation Rights | $ 318.45 | 02/07/2015(11) | 02/07/2020 | Common Stock | 75,000 | 75,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ells Steve 1401 WYNKOOP STREET, SUITE 500 DENVER, CO 80202 |
X | Chairman & CEO |
/s/ Michael McGawn, as attorney-in-fact | 08/02/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | These transactions involved transfers of shares of common stock of Chipotle Mexican Grill, Inc. that were previously owned directly by the reporting person to limited liability companies of which the reporting person is the sole manager, and the membership interests in which are held by the named trusts, of which the reporting person is a potential beneficiary. |
(2) | Includes 2,310 shares of common stock held in an irrevocable trust of which the reporting person is the sole trustee and beneficiary. These shares were inadvertently omitted from previous reports filed under Section 16(a) by the reporting person. |
(3) | Reflects a weighted-average price. Actual sale prices ranged from $413.12 to $414.11 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. |
(4) | Reflects a weighted-average price. Actual sale prices ranged from $414.12 to $415.07 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. |
(5) | Reflects a weighted-average price. Actual sale prices ranged from $415.12 to $416.04 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. |
(6) | Reflects a weighted-average price. Actual sale prices ranged from $416.19 to $417.18 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. |
(7) | Reflects a weighted-average price. Actual sale prices ranged from $417.21 to $418.01 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. |
(8) | Reflects a weighted-average price. Actual sale prices ranged from $411.01 to $412.01 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. |
(9) | The 2011 Stock Appreciation Rights vest in equal installments on February 11, 2013 and February 11, 2014, subject to possible acceleration of vesting. |
(10) | The 2012 Stock Appreciation Rights vest in equal installments on February 6, 2014 and February 6, 2015, subject to possible acceleration of vesting. |
(11) | The 2013 Stock Appreciation Rights vest in equal installments on February 7, 2015 and February 7, 2016, subject to possible acceleration of vesting. |