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SEC Filings

CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/05/2005
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exceptions and extensions described in "Underwriters." Consequently, McDonald's may decide not to maintain its ownership of our common stock once the lock-up period expires.

        In addition, McDonald's will have the right, subject to some conditions, to require us to file registration statements covering its shares or to include its shares in other registration statements that we may file. By exercising their registration rights and selling a large number of shares, McDonald's could cause the price of our class A common stock to decline.

Risks Related to Ownership of Our Class A Common Stock

    There is no existing market for our class A common stock and we do not know if one will develop. Even if a market does develop, the stock prices in the market may not exceed the offering price.

        Prior to this initial public offering, there has not been a public market for our class A common stock. Furthermore, because McDonald's will beneficially own common stock representing            % of the combined voting power of our outstanding stock and            % of the economic interest in our outstanding common stock (or            % and            %, respectively, if the underwriters' over-allotment option is exercised in full) immediately following this offering, only a limited number of our class A shares are likely to be actively traded and an active market in our class A shares may not develop. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the New York Stock Exchange or otherwise, or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any class A shares that you buy.

        The initial public offering price for the class A common stock will be determined by negotiations among us, McDonald's and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell shares of our class A common stock at prices equal to or greater than the price you pay in this offering.

    Our class A common stock price may be volatile and you may lose all or part of your investment.

        The market price of our class A common stock could fluctuate significantly, and you may not be able to resell your shares at or above the offering price. Those fluctuations could be based on various factors in addition to those otherwise described in this prospectus, including:

    our operating performance and the performance of our competitors;

    the public's reaction to our press releases, our other public announcements and our filings with the SEC;

    changes in earnings estimates or recommendations by research analysts who follow Chipotle or other companies in our industry;

    variations in general economic conditions;

    the number of shares to be publicly traded after this offering;

    actions of our current shareholders, including sales of common stock by McDonald's or our directors and executive officers;

    the arrival or departure of key personnel;

    matters affecting McDonald's, which will remain our principal shareholder following this offering; and

    other developments affecting us, our industry or our competitors.

        In addition, in recent years the stock market has experienced significant price and volume fluctuations. These fluctuations may be unrelated to the operating performance of particular companies. These broad market fluctuations may cause declines in the market price of our class A common stock. The


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