This amendment No. 7 (the Amendment No. 7) to
Schedule 13D relates to the Schedule 13D filed on September 6, 2016 (the Original Schedule 13D, as amended and supplemented through the date of this Amendment No. 7, the Schedule 13D) by
(i) Pershing Square Capital Management, L.P., a Delaware limited partnership (Pershing Square), (ii) PS Management GP, LLC, a Delaware limited liability company (PS Management) and (iii) William A.
Ackman, a citizen of the United States (together with Pershing Square and PS Management, the Reporting Persons) relating to the common stock, par value $0.01 per share (the Common Stock), of Chipotle Mexican
Grill, Inc., a Delaware corporation (the Issuer).
Capitalized terms used but not defined in this Amendment No. 7
shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 7, the Schedule 13D is
unchanged.
Item 1.
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Security and Issuer
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The second and third paragraphs of Item 1 of the Original Schedule 13D is hereby amended and restated in full to read as follows:
The Reporting Persons beneficially own 1,508,932 shares of Common Stock (the Subject Shares).
The Subject Shares represent approximately 5.4% of the outstanding shares of Common Stock based on 27,767,965 shares of Common Stock
outstanding as of January 31, 2020 as reported in the Issuers Annual Report on Form 10-K filed on February 5, 2020 for the year ended December 31, 2019.
Item 2.
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Identity and Background
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(c) Pershing Squares principal business is to serve as investment advisor to certain affiliated funds, including Pershing Square, L.P., a
Delaware limited partnership (PS), Pershing Square International, Ltd., a Cayman Islands exempted company (PS International), and Pershing Square Holdings, Ltd., a limited liability company incorporated in
Guernsey (PSH and together with PS and PS International, the Pershing Square Funds).
Item 4.
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Purpose of Transaction
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Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
On February 6, 2020 and February 7, 2020, the Reporting Persons on behalf of the Pershing Square Funds sold Common Stock for
portfolio management purposes in open market transactions.
Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Original Schedule 13D is hereby amended and supplemented by adding the following information:
(a), (b) Information about the number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is set forth
in Item 1, and that information is incorporated by reference herein.