Statement of Changes in Beneficial Ownership (4)
February 28 2020 - 4:59PM
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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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
*
Ells Steve |
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)
Executive Chairman |
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(Last)
(First)
(Middle)
C/O CHIPOTLE MEXICAN GRILL, 610 NEWPORT CENTER DR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/26/2020 |
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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 | 2/26/2020 | | A(1) | | 48904 | A | $0.00 | 144984 | D | |
| common stock | 2/26/2020 | | F(2) | | 25880 | D | $847.29 | 119104 | D | |
| common stock | | | | | | | | 12519 | I | By Ells Dynasty Trust holdings LLC |
| common stock | | | | | | | | 99740 | I | By Ells DE Trust Holdings LLC |
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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Ells Steve
C/O CHIPOTLE MEXICAN GRILL
610 NEWPORT CENTER DR
NEWPORT BEACH, CA 92660 | X |
| Executive Chairman |
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Signatures
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| /s/ Helen Kaminski, pursuant to power of attorney previously filed | | 2/28/2020 |
| **Signature of Reporting Person | Date |
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