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SEC Filings

S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/05/2005
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TABLE OF CONTENTS

Prospectus Summary   1
Summary Consolidated Financial Data   7
Risk Factors   10
Special Note Regarding Forward-Looking Statements and Industry Data   25
Use of Proceeds   26
Dividend Policy   26
Capitalization   27
Dilution   28
Selected Consolidated Financial Data   29
Management's Discussion and Analysis of Financial Condition and Results of Operations   31
What We Do   51
Management   66
Principal and Selling Shareholders   77
Certain Relationships and Related Party Transactions   79
Description of Capital Stock   84
Shares Eligible for Future Sale   88
Certain U.S. Federal Tax Consequences to Non-U.S. Holders   90
Underwriters   91
Legal Matters   95
Experts   95
Where You Can Find More Information   95
Index to Consolidated Financial Statements   F-1

        You should rely only on the information contained in this prospectus. No one is authorized to provide you with information that is different from that in this prospectus. We and the selling shareholder are offering to sell, and seeking offers to buy, shares of our class A common stock only where those offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of when this prospectus is delivered or any sale of our class A common stock occurs.

        Until                        , 2006 (25 days after the date of this prospectus), all dealers that buy, sell or trade our class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

        Neither we nor the selling shareholder has taken any action to permit a public offering of the shares of our class A common stock outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our class A common stock and the distribution of this prospectus outside of the United States.

        When we amend this prospectus to include an anticipated price range, we plan to have a separate website, www.chipotleipo.com, where you can access an electronic version of our prospectus that includes samples of our print, radio and television advertisements.

        Except as the context otherwise requires, "Chipotle," the "Company," "we," "our" or "us" refer to Chipotle Mexican Grill, Inc. and its consolidated subsidiaries. "McDonald's" refers to McDonald's Corporation or, as the context requires, McDonald's Ventures, LLC.

        "Chipotle," "Chipotle Mexican Grill," "Chipotle Mexican Grill (in stylized font)," "Unburritable," "Food With Integrity," "Fresh Is Not Enough Anymore," "The Gourmet Restaurant Where You Eat With Your Hands," the Chili Pepper Logo design, the Foil Burrito design and the Chipotle Medallion design are U.S. registered trademarks of Chipotle.

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