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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2011 Performance SOSARs | $ 268.73 | 02/03/2014 | A(1) | 37,500 | 02/11/2014 | 02/11/2018 | Common Stock | 37,500 | $ 0 | 37,500 | D | ||||
| 2012 Performance SOSARs | $ 371.63 | 02/03/2014 | A(2) | 37,500 | 02/06/2014 | 02/06/2019 | Common Stock | 37,500 | $ 0 | 37,500 | D | ||||
| 2014 Stock Appreciation Rights | $ 543.2 | 02/03/2014 | A | 87,500 | 02/03/2016(3) | 02/03/2021 | Common Stock | 87,500 | $ 0 | 87,500 | D | ||||
| 2011 Stock Appreciation Rights | $ 268.73 | 02/11/2014 | 02/11/2018 | Common Stock | 37,500 | 37,500 | D | ||||||||
| 2012 Stock Appreciation Rights | $ 371.63 | 02/06/2014(4) | 02/06/2019 | Common Stock | 75,000 | 75,000 | D | ||||||||
| 2013 Stock Appreciation Rights | $ 318.45 | 02/07/2015(5) | 02/07/2020 | Common Stock | 75,000 | 75,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ells Steve 1401 WYNKOOP STREET, SUITE 500 DENVER, CO 80202 |
X | Chairman & CEO | ||
| /s/ Michael McGawn, as attorney-in-fact | 02/04/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On February 11, 2011, Chipotle granted the reporting person performance-vesting stock-only stock appreciation rights, or Performance SOSARs, in respect of 75,000 shares of Chipotle common stock. Vesting of the Performance SOSARs was contingent on Chipotle's achievement of stated levels of cumulative cash flow from operations prior to the fourth and fifth fiscal year-ends following the award date, with vesting to occur no sooner than February 11, 2013 and 2014 (with half of each Performance SOSAR subject to each such time-based vesting date), subject to possible acceleration. The second cash flow from operations target was achieved in the 2013 fiscal year, resulting in the Performance SOSARs in respect of the second tranche of 37,500 shares remaining subject only to time-based vesting as reported in Table II, above. |
| (2) | On February 6, 2012, Chipotle granted the reporting person performance-vesting stock-only stock appreciation rights, or Performance SOSARs, in respect of 75,000 shares of Chipotle common stock. Vesting of the Performance SOSARs is contingent on Chipotle's achievement of stated levels of cumulative cash flow from operations prior to the fourth and fifth fiscal year-ends following the award date, with vesting to occur no sooner than February 6, 2014 and 2015 (with half of each Performance SOSAR subject to each such time-based vesting date), subject to possible acceleration. The first cash flow from operations target was achieved in the 2013 fiscal year, resulting in the Performance SOSARs in respect of 37,500 shares remaining subject only to time-based vesting as reported in Table II above. |
| (3) | The 2014 Stock Appreciation Rights awarded to the reporting person vest in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration of vesting. |
| (4) | The 2012 Stock Appreciation Rights vest in equal installments on February 6, 2014 and February 6, 2015, subject to possible acceleration of vesting. |
| (5) | The 2013 Stock Appreciation Rights vest in equal installments on February 7, 2015 and February 7, 2016, subject to possible acceleration of vesting. |