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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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DILUTION

        If you invest in our class A common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our class A common stock (the midpoint of the range shown on the cover page of this prospectus) and the pro forma net tangible book value per share of our class A common stock upon the completion of this offering.

        Our net tangible book value at September 30, 2005 was about $280.0 million, or $            per share of class A common stock (after giving effect to the Reclassification). The net tangible book value per share represents the amount of our net worth, or total tangible assets less total liabilities, divided by            shares of our class A common stock outstanding as of that date (after giving effect to the Reclassification).

        After giving effect to the Reclassification, the issuance and sale of            shares of our class A common stock in this offering and our receipt of about $             million in net proceeds from such sale, based on an assumed public offering price of $            per share (the midpoint of the range shown on the cover page of this prospectus), and after deducting the underwriting discounts and commissions payable by us and our estimated expenses of the offering, our as adjusted net tangible book value per share at September 30, 2005 would have been about $            million, or $            per share. This amount represents an immediate increase in net tangible book value of $            to existing shareholders and an immediate dilution in net tangible book value of $            per share to purchasers of our common stock in this offering. Dilution per share is determined by subtracting the net tangible book value per share as adjusted for this offering from the amount of cash paid by a new investor for a share of our common stock.

        The following table illustrates the per share dilution:

Initial public offering price per share of class A common stock       $  
  Net tangible book value per share at September 30, 2005 (as adjusted for the Reclassification, but excluding this offering)          
  Increase in net tangible book value per share attributable to new investors          
  As adjusted net tangible book value per share after the offering          
Dilution per share to new investors          

        The following table summarizes, at September 30, 2005, after giving effect to the Reclassification and this offering as described above:

    the number of shares of common stock purchased from us;

    the total consideration paid to us before deducting underwriting discounts and commissions of $            and estimated offering expenses payable by us of about $            ; and

    the average price per share paid by existing shareholders and to be paid by new investors purchasing shares of common stock in this offering, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us:

 
  Shares Purchased
  Total Consideration
   
 
  Average Price
per Share

 
  Number
  Percent
  Amount
  Percent
Existing shareholders         % $       % $  
New investors                        
   
 
 
 
     
Total         % $       %    
   
 
 
 
     

        The foregoing tables include options granted to our officers, directors and affiliates under our stock option plans to purchase an aggregate of              shares of class A common stock that are outstanding or that are to be granted effective upon the consummation of this offering under our stock option plans or outstanding shares of non-vested stock that are subject to forfeiture, but do not include options granted to other employees under such plans to purchase an additional aggregate of             shares of class A common stock under such plans. See "Management—Executive Compensation—Stock Option Plans."

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