Statement of Changes in Beneficial Ownership (4)
July 24 2020 - 4:34PM
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
*
WINSTON MARY A |
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
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CHIPOTLE MEXICAN GRILL, 610 NEWPORT CENTER DR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/22/2020 |
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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 | 7/22/2020 | | A | | 107 (1) | A | $0.00 | 107 | D | |
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) | The reporting person received a prorated grant of restricted stock units ("RSUs") under the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan and Chipotle's Director Compensation Program in connection with her election to the Board on July 17, 2020. The RSUs cover her term of service from July 17, 2020 to Chipotle's 2021 annual meeting of shareholders. The RSUs will settle in shares of Chipotle common stock on a one-for-one basis and will vest in full on May 21, 2021, subject to the reporting person's continued service on the Chipotle Board of Directors. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
WINSTON MARY A
C/O CHIPOTLE MEXICAN GRILL
610 NEWPORT CENTER DR
NEWPORT BEACH, CA 92660 | X |
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Signatures
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| /s/ Helen Kaminski, pursuant to the power of attorney previously filed | | 7/24/2020 |
| **Signature of Reporting Person | Date |
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