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SEC Filings

CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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        Future sales of substantial amounts of our common stock in the public market, or the perception that substantial sales may occur, could adversely affect the prevailing market price of our class A common stock. Prior to this offering, there has been no public market for our class A common stock. After completion of the offering, there will be 7,878,788 shares of class A common stock and 24,615,831 shares of class B common stock outstanding. Of these shares, 7,878,788 class A shares and none of the class B shares, or up to 9,060,606 class A shares if the underwriters fully exercise their option to purchase additional shares, are freely transferable without restriction under the Securities Act, except by persons who may be deemed to be our affiliates.

Sales of Restricted Shares

        None of the shares of class A stock are expected to be "restricted securities" upon completion of this offering, other than any shares purchased in this offering by persons who may be deemed our "affiliates". An aggregate of 24,615,831 shares of our class B common stock held by our existing shareholders upon completion of this offering will be "restricted securities," as that phrase is defined in Rule 144, and may not be resold in the absence of registration under the Securities Act or pursuant to an exemption from such registration, including, among others, the exemptions provided by Rules 144, 144A and 144(k) under the Securities Act, which are summarized below. Taking into account the lock-up agreements described below and the provisions of Rules 144 and 144(k), additional shares of our class A and class B common stock will be available for sale in the public market as follows:

    no shares will be available for immediate sale on the date of this prospectus;

    all of the shares of our class B common stock, which are convertible into shares of our class A common stock in certain circumstances, will be available for sale after the expiration date for the lock-up agreements (180 days after the date of this prospectus unless earlier waived by the underwriters or unless later extended in the circumstances described under "Underwriters"), pursuant to Rules 144, 144A and 144(k).

Rule 144

        In general, under Rule 144 as currently in effect, a person who has beneficially owned restricted shares for at least one year, including a person who may be deemed to be our "affiliate," is entitled to sell within any three-month period a number of shares that does not exceed the greater of:

    1.0% of the number of shares of class A common stock then outstanding, which will equal about 78,788 shares immediately after this offering; or

    the average weekly trading volume of our class A common stock on the New York Stock Exchange during the four calendar weeks before a notice of the sale on Form 144 is filed with the SEC.

        Sales under Rule 144 are also subject to certain manner of sale provisions and notice requirements and to the availability of certain public information about us.

Rule 144(k)

        Under Rule 144(k), a person who is not deemed to have been one of our "affiliates" at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than an "affiliate," is entitled to sell these shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.


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