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SEC Filings

CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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    option were exercised in full, the percentage of the outstanding shares of class B common stock held by Mr. Ells would increase to 4.3%. Mr. Moran, Mr. Baldocchi and Ms. Friedman would continue to hold less than 1% of the outstanding shares of class B stock.

Reflects options that are exercisable within 60 days.

Following the Reclassification, our certificate of incorporation will provide that each share of class B common stock will be convertible into one share of class A common stock at any time at the option of the holder thereof. As of December 20, 2005, there were 26,434,013 shares of class B common stock outstanding, and no shares of class A common stock outstanding.

For purposes of calculating the percentage of the class A common stock owned by the listed beneficial owners before and after this offering, as required under SEC rules, these columns assume that all outstanding shares of class B common stock have been converted into shares of class A common stock.

McDonald's Ventures, LLC is a wholly-owned subsidiary of McDonald's Corporation.

All of the shares beneficially owned by Mr. Moran are non-vested shares. Mr. Moran has the right to vote these shares and receive dividends in respect thereof, subject to his continued employment with us. Those shares are, however, subject to forfeiture in certain circumstances.

        For each of the persons listed below, the following is their beneficial ownership of shares of common stock of McDonald's as of December 20, 2005 (including shares with respect to which each will acquire voting and/or investment power within 60 days):

  Shares of McDonald's Common Stock Beneficially Owned Before and After This Offering
Name and Address of Beneficial Owner(1)

  Number of Shares
  Percentage of Class
M. Steven Ells   41,675   *
John Hartung   152,247   *
Montgomery Moran    
Robert Wilner   89,240   *
Albert Baldocchi    
John Charlesworth    
Patrick Flynn   8,469   *
Darlene Friedman    
Mats Lederhausen   233,935   *

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





Less than one percent (1%).

The address for the listed beneficial owners is as follows: for each director or executive officer, c/o Chipotle Mexican Grill, Inc., 1543 Wazee Street, Suite 200, Denver, CO, 80202.


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