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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 | ||||||||
| 2013 Performance SOSARs | $ 318.45 | 05/10/2016 | A(1) | 4,000 | 05/10/2016 | 02/07/2020 | Common Stock | 4,000 | $ 0 | 4,000 | D | ||||
| 2014 Performance SOSARs | $ 543.2 | 05/10/2016 | A(2) | 7,500 | 05/10/2016 | 02/03/2021 | Common Stock | 7,500 | $ 0 | 7,500 | D | ||||
| 2013 Stock Appreciations Rights | $ 318.45 | 02/07/2016(3) | 02/07/2020 | Common Stock | 4,000 | 4,000 | D | ||||||||
| 2013 Stock Appreciation Rights - Development | $ 365.8 | 06/08/2016(4) | 06/08/2016 | Common Stock | 2,000 | 2,000 | D | ||||||||
| 2014 Stock Appreciation Rights | $ 543.2 | 02/03/2016(5) | 02/03/2021 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Crumpacker Mark 1401 WYNKOOP STREET, SUITE 500 DENVER, CO 80202 |
Chief Creative & Dev. Officer | |||
| Michael M. McGawn, as attorney-in-fact | 05/11/2016 | |
| **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) | This report is filed in connection with the satisfaction of performance conditions on performance-vesting stock-only stock appreciation rights, or Performance SOSARs, originally granted to the reporting person on February 7, 2013. Vesting of the second tranche of 4,000 Performance SOSARs was contingent on Chipotle's achievement of stated levels of cumulative cash flow from operations prior to the fifth fiscal year-end following the award date, with vesting to occur no sooner than February 7, 2016, subject to possible acceleration. The Compensation Committee of Chipotle's Board of Directors certified the achievement of the performance target on May 10, 2016, resulting in the second tranche of 2013 Performance SOSARs vesting in full. |
| (2) | This report is filed in connection with the satisfaction of performance conditions on Performance SOSARs originally granted to the reporting person on February 3, 2014. Vesting of the 2014 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 3, 2016 and 2017 (with half of each 2014 Performance SOSAR subject to each such time-based vesting date), subject to possible acceleration. The Compensation Committee of Chipotle's Board of Directors certified the achievement of the first performance target on May 10, 2016, resulting in the first tranche of 7,500 2014 Performance SOSARs vesting in full. |
| (3) | These 2013 Stock Appreciation Rights which were subject to time-based vesting only, vested in full on February 7, 2016. |
| (4) | One half of the 2013 Stock Appreciation Rights Development vested on June 8, 2015, and the remaining half are scheduled to vest on June 8, 2016, subject to possible acceleration of vesting. |
| (5) | One half of the 2014 Stock Appreciation Rights vested on February 3, 2016 and the remaining half are scheduled to vest on February 3, 2017, subject to possible acceleration of vesting. |