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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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    to terminate or make adjustments to the annual exercise windows to take into account the fact that our shares will be publicly traded.

(3)
The potential realizable value portion of the foregoing table illustrates value that might be realized, excluding taxes, upon exercise of the SARs immediately prior to the expiration of their term, assuming specified compounded rates of appreciation on our common stock over the term of the SARs.

(4)
Mr. Reddy's employment with Chipotle was terminated on March 31, 2005. There is currently a dispute with Mr. Reddy regarding his severance agreement. If the dispute were to be resolved in his favor, Mr. Reddy could potentially receive the SARs listed in the above table, which otherwise would be deemed terminated following the termination of his employment with us.

    Aggregated Company Option / SAR Exercises in Last Fiscal Year and Fiscal Year-End

        The following table provides summary information about options and SARs held by the named executive officers in fiscal 2004. The value of unexercised, in-the-money options and SARs at fiscal year-end is calculated using the difference between the applicable exercise price and the estimated fair market value at December 31, 2004, which has been deemed to be $7.45 per share, multiplied by the number of shares underlying the option or SAR. An option or SAR is in-the-money if the fair market value of the common stock subject to the option is greater than the exercise price. The estimated initial public offering price of $            per share (the midpoint of the range shown on the cover page of this prospectus) is higher than the estimated fair market value at fiscal year-end and the value of unexercised options and SARs would be higher than the numbers shown in the table if the value were calculated by subtracting the exercise price from the initial public offering price.

 
   
   
  Number of Securities Underlying Unexercised Options / SARs as of December 31, 2004 (#)
   
 
   
   
  Value of Unexercised
In-the-Money Options /SARs
at December 31, 2004 ($)(1)

Name and Principal Position

  Shares Acquired
on Exercise (#)

  Value Realized ($)
  Exercisable/Unexercisable
  Exercisable/Unexercisable
M. Steven Ells
Chief Executive Officer
    N/A   0 / 209,500   0 / 268,290
John R. Hartung
Chief Finance and
    Development Officer
    N/A   0 / 136,500   0 / 165,630
Robert D. Wilner
Chief Administrative
    Officer
    N/A   0 / 121,500   0 / 165,630
Kevin Reddy(2)
Chief Operating Officer
    N/A   0 / 136,500   0 / 165,630

(1)
Calculated using the price of $7.45 less the applicable exercise price multiplied by the number of option shares or SARs, as applicable.

(2)
Mr. Reddy's employment with Chipotle was terminated on March 31, 2005. There is currently a dispute with Mr. Reddy regarding his severance agreement. If the dispute were to be resolved in his favor, Mr. Reddy could potentially receive the SARs and stock options listed in the above table, which otherwise would be deemed terminated following the termination of his employment with us.

    Aggregated McDonald's Option / SAR Exercises in Last Fiscal Year and Fiscal Year-End

        Messrs. Hartung, Wilner and Reddy were all employees of McDonald's prior to joining Chipotle. Due to McDonald's current economic interest in us, any options granted to Messrs. Hartung, Wilner and Reddy

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