Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ells Steve
   2. Issuer Name and Ticker or Trading Symbol
CHIPOTLE MEXICAN GRILL INC [CMG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & Co-CEO
(Last)
(First)
(Middle)
1401 WYNKOOP STREET, SUITE 500		 3. Date of Earliest Transaction (Month/Day/Year)
05/21/2015
(Street)

DENVER, CO 80202		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/21/2015   M(1)   15,000 A $ 318.45 122,133 D  
Common Stock 05/21/2015   M(1)   2,500 A $ 318.45 124,633 D  
Common Stock 05/21/2015   F(1)   9,289 D $ 600 115,344 D  
Common Stock 05/21/2015   S(1)   1,600 D $ 625.57 (2) 113,744 D  
Common Stock 05/21/2015   S(1)   2,799 D $ 626.77 (3) 110,945 D  
Common Stock 05/21/2015   S(1)   3,712 D $ 627.47 (4) 107,233 D  
Common Stock 05/21/2015   S(1)   100 D $ 628.32 107,133 D  
Common Stock 05/21/2015   S   12,500 D $ 628.11 (5) 94,633 D  
Common Stock 05/22/2015   M(1)   17,500 A $ 318.45 112,133 D  
Common Stock 05/22/2015   F(1)   8,786 D $ 634.31 103,347 D  
Common Stock 05/22/2015   S(1)   3,913 D $ 631.66 (6) 99,434 D  
Common Stock 05/22/2015   S(1)   3,701 D $ 632.45 (7) 95,733 D  
Common Stock 05/22/2015   S(1)   800 D $ 633.35 (8) 94,933 D  
Common Stock 05/22/2015   S(1)   300 D $ 634.27 (9) 94,633 D  
Common Stock               12,519 I Ells Dynasty Trust Holdings LLC
Common Stock               99,740 I Ells DE Trust Holdings LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2013 Performance SOSARs $ 318.45 05/21/2015   M(1)   15,000   02/07/2015 02/07/2020 Common Stock 15,000 $ 0 17,500 D  
2013 Stock Appreciation Rights $ 318.45 05/21/2015   M(1)   2,500   02/07/2015(10) 02/07/2020 Common Stock 2,500 $ 0 37,500 D  
2013 Performance SOSARs $ 318.45 05/22/2015   M(1)   17,500   02/07/2015 02/07/2020 Common Stock 17,500 $ 0 0 D  
2014 Stock Appreciation Rights $ 543.2             02/03/2016(11) 02/03/2021 Common Stock 87,500   87,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ells Steve
1401 WYNKOOP STREET, SUITE 500
DENVER, CO 80202		   X     Chairman & Co-CEO  

Signatures

 Michael M. McGawn, attorney-in-fact   05/22/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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) These stock appreciation rights exercises and sales were executed under the terms of a Sales Plan intended to comply with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.
(2) Reflects a weighted-average price. Actual sales prices ranged from $625.07 to $625.95 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
(3) Reflects a weighted-average price. Actual sales prices ranged from $626.15 to $627.13 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
(4) Reflects a weighted-average price. Actual sales prices ranged from $627.16 to $628.03 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
(5) Reflects a weighted-average price. Actual sales prices ranged from $628.00 to $628.99 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
(6) Reflects a weighted-average price. Actual sales prices ranged from $631.00 to $632.00 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
(7) Reflects a weighted-average price. Actual sales prices ranged from $632.01 to $632.99 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
(8) Reflects a weighted-average price. Actual sales prices ranged from $633.03 to $634.10 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
(9) Reflects a weighted-average price. Actual sales prices ranged from $634.20 to $634.39 per share. The filing person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
(10) The 37,500 2013 Stock Appreciation Rights remaining beneficially owned are scheduled to vest on February 7, 2016, subject to possible acceleration of vesting.
(11) The 2014 Stock Appreciation Rights are scheduled to vest in equal installments on February 3, 2016 and February 3, 2017, subject to possible acceleration of vesting.

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