Sec Form 3 Filing - McConnell Jamie @ CHIPOTLE MEXICAN GRILL INC - 2024-10-01

FORM 3 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 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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1. Name and Address of Reporting Person McConnell Jamie 2. Issuer Name and Ticker or Trading Symbol CHIPOTLE MEXICAN GRILL INC [ CMG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accountg & Admin Officer (Last) (First) (Middle) C/O CHIPOTLE MEXICAN GRILL, INC., 610 NEWPORT CTR DRIVE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2024 (Street) NEWPORT BEACH, CA92660 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 28,064 ( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 2022 SOSAR $ 31.56 02/10/2024( 2 ) 02/10/2029 common stock 24,900 D 2023 SOSAR $ 32.1382 02/09/2025( 2 ) 02/09/2030 common stock 24,400 D 2024 SOSAR $ 52.767 02/09/2026( 2 ) 02/09/2031 common stock 18,550 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McConnell Jamie C/O CHIPOTLE MEXICAN GRILL, INC. 610 NEWPORT CTR DRIVE, SUITE 1100 NEWPORT BEACH, CA92660 Chief Accountg & Admin Officer Signatures /s/ Helen Kaminski, pursuant to power of attorney filed herewith 10/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a retention award of restricted stock units granted on August 22, 2024 that will vest one-third on the first, second and third anniversaries of the grant date, subject to the reporting person's continued employment with the Company and subject to possible acceleration of vesting. ( 2 )The stock appreciation right (SOSAR) vests in equal amounts on the second and third anniversaries of the grant date, subject to the reporting person's continued employment with the Company and subject to possible acceleration of vesting. Upon exercise, the SOSAR settles in common stock on a 1-to-1 basis.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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