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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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Options / Rule 701

        Following this offering, we intend to file a registration statement on Form S-8 to register            shares of our class A common stock reserved for issuance under our option plans and arrangements. Pursuant to Rule 701 under the Securities Act, we've granted options to members of management to purchase 228,666 shares of our class A common stock. Rule 701 permits resales of shares in reliance upon Rule 144 without compliance with some restrictions of Rule 144, including the holding period requirement. However, holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares. Subject to the 90-day restriction period provided for in Rule 701 and the lock-up agreements described below, all of the shares of our class A common stock issuable upon the exercise of options under our stock option plans and arrangements will be freely tradable upon effectiveness of the registration statement on Form S-8 without restrictions under the Securities Act, unless these shares are held by an "affiliate" of ours or subject to other contractual restrictions.

Rule 144A

        Rule 144A would allow our existing shareholders to sell their current holdings of shares of common stock in the private market to qualified institutional buyers (as defined in Rule 144A), and would permit resales among such institutions, without regard to any volume or other restrictions. There can be no assurance that sales pursuant to Rule 144A will not have an adverse effect on the liquidity and trading price of the class A common stock in the public market.

Lock-up Agreements

        We and all of our executive officers and directors and certain other equity holders, including McDonald's, have agreed with the underwriters not to offer, sell, dispose of or hedge any shares of our class A common stock or securities convertible into or exchangeable for shares of our class A common stock (including shares of class B common stock), subject to specified limited exceptions and extensions described elsewhere in this prospectus, during the period continuing through the date that is 180 days (subject to extension) after the date of this prospectus, except with the prior written consent of Morgan Stanley & Co. Incorporated and SG Cowen & Co., LLC, on behalf of the underwriters. See "Underwriters." Morgan Stanley & Co. Incorporated and SG Cowen & Co., LLC, in their sole discretion on behalf of the underwriters, may release any of the securities subject to these lock-up agreements at any time without notice.

        Immediately following the consummation of this offering, shareholders subject to lock-up agreements will hold            shares of our class A common stock and             shares of our class B common stock, representing about    % and    %, respectively, of our then outstanding shares of class A and class B common stock, or about    % of our then outstanding shares of class A common stock if the underwriters' over-allotment option is exercised in full.

        We've agreed not to issue, sell or otherwise dispose of any shares of our common stock during the lock-up period (subject to extension) following the date of this prospectus, subject to certain specified exceptions. See "Underwriters." The lock-up period may be extended in the circumstances described under "Underwriters."

Registration Rights

        Prior to the consummation of this offering, we will grant certain registration rights to persons who, following the consummation of this offering, will hold, in the aggregate, about 24,615,831 shares of our class B common stock (including shares issuable upon the exercise of outstanding options). Subject to several exceptions, McDonald's will have the right to require us to register for public resale under the Securities Act all shares of common stock that they request be registered at any time after the expiration of the lock-up period following this offering and certain other shareholders will have the right to require that their shares also be included in such registration. McDonald's will have the right to demand several such registrations. For more information, see "Certain Relationships and Related Transactions—Registration Rights Agreements." Under the lock-up agreements described above, McDonald's and these other shareholders have agreed not to exercise those rights during the lock-up period without the prior written consent of Morgan Stanley & Co. Incorporated and SG Cowen & Co., LLC, on behalf of the underwriters.

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