This amendment No. 8 (the Amendment No. 8) 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. 8, 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. 8
shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 8, 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 1,161,232 shares of Common Stock (the Subject Shares).
The Subject Shares represent approximately 4.2% 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 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 24, 2020, the Reporting Persons on behalf of the Pershing Square Funds sold Common Stock for portfolio management
purposes in open market transactions and in a block transaction to a broker, the net impact of which was to reduce the Reporting Persons beneficial ownership to below 5% of the outstanding shares of Common Stock of the Issuer. The trades are
set forth in Exhibit 99.11.
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.
(c) Exhibit 99.11 filed herewith, and Exhibit 99.10 previously
filed, both of which are incorporated by reference into this Item 5(c) as if restated in full, describe all of the transactions in the Common Stock or derivatives relating to Common Stock that were effected in the past 60 days by the Reporting
Persons for the benefit of the Pershing Square Funds. Except as set forth in Exhibits 99.10 and Exhibits 99.11, no reportable transactions were effected by any Reporting Person within the last 60 days.