Ownership Submission
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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 *
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Rymer Adam T
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2. Date of Event Requiring Statement (Month/Day/Year)
2024-10-01
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3. Issuer Name and Ticker or Trading Symbol
CHIPOTLE MEXICAN GRILL INC [CMG]
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(Last)
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(First)
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(Middle)
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C/O CHIPOTLE MEXICAN GRILL, INC. , 610 NEWPORT CTR DR, SUITE 1100
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Financial Officer /
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5. If Amendment, Date Original Filed(Month/Day/Year)
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(Street)
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NEWPORT BEACH
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CA
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92660
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6. Individual or Join/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 Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rymer Adam T
C/O CHIPOTLE MEXICAN GRILL, INC.
610 NEWPORT CTR DR, SUITE 1100
NEWPORT BEACH, CA92660
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Chief Financial Officer
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Signatures
/s/ Helen Kaminski, pursuant to power of attorney filed herewith
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2024-10-08
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Includes a retention award of restricted stock units (RSUs) for 56,128 shares granted on August 22, 2024 that will vest one-third on the first, second and third anniversaries of the grant date. Also includes a promotion RSU for 13,119 shares granted on October 1, 2024 that will vest vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. Both RSUs are subject to the reporting person's continued employment with the Company and are subject to possible acceleration of vesting.
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(2)
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The stock appreciation right (SOSAR) vests in equal amounts on the second and third anniversaries of the grant date, subject to continued employment with the Company and possible acceleration of vesting. Upon exercise, the SOSAR settles in common stock on a 1-to-1 basis.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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