As filed with the Securities and Exchange Commission on March 6, 2020
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CHIPOTLE MEXICAN GRILL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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84-1219301
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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610 Newport Center Drive
Newport Beach, CA 92660
(949) 524-4000
(Address, Including Zip Code and Telephone Number, Including Area Code, of
Registrants Principal Executive Offices)
Roger
Theodoredis, Esq.
Chief Legal Officer
Chipotle Mexican Grill, Inc.
610 Newport Center Drive
Newport Beach, CA 92660
(949) 524-4000
(Name, Address, Including Zip Code and Telephone Number, Including Area Code,
of Agent for Service)
Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common stock, par value $0.01 per share
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(1)
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(2)
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(2)
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(2)
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(1)
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The shares of common stock will be offered for resale by the selling shareholder pursuant to the prospectus
contained herein. Pursuant to Rule 416 under the Securities Act, this registration statement also covers such additional number of shares of common stock issuable upon stock splits, stock dividends, reclassifications, recapitalizations,
combinations or similar events, with respect to the shares of common stock being registered pursuant to this registration statement.
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(2)
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In accordance with Rule 456(b) and Rule 457(r) under the Securities Act, the registrant is deferring payment of
the registration fee.
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