R. Niccol - May 19, 2023 Form 4 Insider Report for CHIPOTLE MEXICAN GRILL INC (CMG)

Role
Chairman, CEO, Director
Signature
/s/ Helen Kaminski, pursuant to power of attorney previously filed
Stock symbol
CMG
Transactions as of
May 19, 2023
Transactions value $
-$4,000,674
Form type
4
Date filed
5/19/2023, 04:20 PM
Previous filing
May 2, 2023
Next filing
Jun 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CMG common stock Options Exercise $1.54M +2.64K +11.29% $582.77 26K May 19, 2023 Direct
transaction CMG common stock Tax liability -$1.54M -732 -2.82% $2,099.90 25.3K May 19, 2023 Direct F1
transaction CMG common stock Sale -$4M -1.91K -7.54% $2,099.90 23.3K May 19, 2023 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CMG 2019 SOSARs Options Exercise $0 -2.64K -20% $0.00 10.5K May 19, 2023 common stock 2.64K $582.77 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of the stock appreciation rights (SOSAR).
F2 The SOSAR exercise and sales were executed under the terms of a sales plan intended to comply with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.
F3 Reflects a weighted-average price. Actual sales prices ranged from $2,099.00 to $2,099.97 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
F4 The SOSAR vested in three equal installments on each of the first three anniversaries of the grant date, subject to the reporting person's continued employment through the applicable vest date.