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SEC Filings

S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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PRINCIPAL AND SELLING SHAREHOLDERS

Beneficial Ownership of Our Common Stock

        The following table sets forth information as of December 20, 2005, as to the beneficial ownership of shares of common stock of Chipotle, after giving effect to the Reclassification and this offering, in each case, by:

    each person (or group of affiliated persons) known to us to beneficially own more than 5% of our common stock;

    each named executive officer;

    each of our directors; and

    all of such executive officers and directors as a group.

        As of December 20, 2005, there were no outstanding shares of class A common stock and 26,434,013 outstanding shares of class B common stock.

        The number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC and generally includes voting or investment power over the shares. The information does not necessarily indicate beneficial ownership for any other purpose. Under SEC rules, the number of shares of common stock deemed outstanding includes shares issuable upon conversion of other securities, as well as the exercise of options held by the respective person or group that may be exercised within 60 days after December 20, 2005. For purposes of calculating each person's or group's percentage ownership, shares of class A common stock issuable pursuant to stock options exercisable within 60 days after December 20, 2005 are included as outstanding and beneficially owned for that person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. The table below assumes the underwriters do not exercise their option to purchase additional shares.


 
   
  Shares of Class A and Class B Common Stock
Beneficially Owned Before This Offering

  Shares of Class A and Class B Common Stock
Beneficially Owned After This Offering(3)

Name and Address of Beneficial Owner(1)

  Shares of Class A Common Stock Offered in This Offering(2)
  Number of
Class A Shares(4)

  Number of Class B Shares Convertible Into Class A Shares(5)
  Percentage of Class A Shares(6)
  Percentage of Class B Shares
  Number of
Class A Shares

  Number of Class B Shares Convertible Into Class A Shares(5)
  Percentage of Class A Shares(6)
  Percentage of Class B Shares
McDonald's Ventures, LLC(7)   1,818,182     24,081,066   91.1   91.1     22,262,884   68.5   90.4
M. Steven Ells     20,000   1,000,050   3.8   3.8   20,000   1,000,050   3.1   4.1
John Hartung     13,333     *     13,333     *  
Montgomery Moran(8)       153,333   *   *     153,333   *   *
Robert Wilner     13,333     *     13,333     *  
Albert Baldocchi       162,841   *   *     162,841   *   *
John Charlesworth                  
Patrick Flynn                  
Darlene Friedman       93,418   *   *     93,418   *   *
Mats Lederhausen                  

All current directors and executive officers as a group (9 persons)

 


 

46,666

 

1,414,308

 

5.5

 

4.5

 

46,666

 

1,414,308

 

5.4

 

5.7

*
Less than one percent (1%)

(1)
The addresses for the listed beneficial owners are as follows: for McDonald's Ventures, LLC, Parkview Plaza, Suite 640, Oak Brook Terrace, IL, 60181; for each director or executive officer, c/o Chipotle Mexican Grill, Inc., 1543 Wazee Street, Suite 200, Denver, CO, 80202.

(2)
In connection with the offering, shares of class B common stock held by McDonald's Ventures, LLC, the selling shareholder, will be converted into shares of class A common stock. Those shares of class A common stock will be the shares offered to investors in the offering by the selling shareholder.

(3)
Assumes no exercise of the underwriters' over-allotment option. In the event the underwriters' over-allotment option is exercised, the underwriters have an option to purchase up to 1,181,818 additional shares of our class A common stock. Any shares purchased pursuant to the underwriters' over-allotment option will be purchased from McDonald's Ventures, LLC. In the event that the over-allotment option is exercised in full, McDonald's Ventures, LLC will beneficially own 21,081,066 shares of class B common stock, representing 90.0% of the class B stock outstanding. The number of shares of class B common stock held by our directors and officers will not change as a result of the exercise of the over-allotment option. However, if the over-allotment

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