Statement of Changes in Beneficial Ownership (4)
February 28 2020 - 4:50PM
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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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
*
Hartung Jack |
2. Issuer Name and Ticker or Trading Symbol
CHIPOTLE MEXICAN GRILL INC
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CMG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
610 NEWPORT CENTER DRIVE, SUITE 1300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/26/2020 |
(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 | 2/26/2020 | | A(1) | | 22006 | A | $0.00 | 57243 | D | |
common stock | 2/26/2020 | | F(2) | | 10018 | D | $847.29 | 47225 | D | |
common stock | | | | | | | | 35 | I | By Children (3) |
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 |
Explanation of Responses: |
(1) | Shares were acquired upon the certification by the Compensation Committee of Chipotle's Board of Directors of the achievement of the performance objectives under the performance share units (PSUs) granted on February 19, 2017. The PSUs were scheduled to vest only if and to the extent that two performance objectives (3-year comparable restaurant sales growth and highest rolling average stock price over a 60 day period) met or exceeded specified targets. Both performance objectives were achieved above target, and the PSU vested at 244.52% of target. |
(2) | Consists of shares of common stock retained by Chipotle to satisfy the reporting person's tax obligation in connection with the vesting of the PSUs. |
(3) | The reporting person disclaims beneficial ownership of shares held by his children. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hartung Jack 610 NEWPORT CENTER DRIVE, SUITE 1300 NEWPORT BEACH, CA 92660 |
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| Chief Financial Officer |
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Signatures
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/s/ Helen Kaminski, pursuant to power of attorney previously provided | | 2/28/2020 |
**Signature of Reporting Person | Date |
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