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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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Stanley & Co. Incorporated and SG Cowen & Co., LLC, on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus:

    offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of class A common stock or any securities convertible into or exercisable or exchangeable for common stock; or

    enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the class A common stock;

whether any such transaction described above is to be settled by delivery of class A common stock or such other securities, in cash or otherwise. The restrictions described in this paragraph do not apply to:

    the sale of shares by us or McDonald's to the underwriters;

    the issuance by us of shares of class A common stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing;

    the grant of options or the issuance of shares of common stock by us to employees, officers, directors, advisors or consultants under any employee benefit plan described in this prospectus;

    the filing by us of any registration statement on Form S-8 in respect of any employee benefit plan described in this prospectus;

    transactions by any person other than us relating to shares of class A common stock or other securities acquired in open market transactions after the completion of the offering of the shares;

    the transfer by any person other than us of shares of common stock or securities convertible into or exchangeable or exercisable for common stock by gift, will or intestacy to such person's immediate family, to a trust formed for the benefit of any such person or such person's immediate family, or to a partnership or a limited liability company, the partners or members of which, as applicable, are exclusively that person and/or such person's immediate family;

    the transfer by any person of shares of common stock or securities convertible into or exercisable or exchangeable for common stock to us;

    the transfer by any person other than us of shares of common stock or securities convertible into common stock to limited partners or stockholders of that person; or

    the transfer by any person other than us of shares of common stock to wholly-owned subsidiaries of that person or to the parent corporation of that person or to another wholly-owned subsidiary of such parent corporation.

        With respect to the last four bullets, it will be a condition to the transfer or distribution that the transferee execute a copy of the lock-up agreement, no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the U.S. Securities Exchange Act of 1934, or the Exchange Act, will be required or will be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the lock-up period), and that no such transfer or distribution may include a disposition for value.

        The lock-up period described in the preceding paragraph will be extended if:

    during the last 17 days of the lock-up period we issue a release about earnings or about material news or events relating to us; or

    prior to the expiration of the lock-up period, we announce that we'll release earnings results during the 16-day period beginning on the last day of the lock-up period,

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