Edgar Filing: Friedman Darlene J

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 ^*

Friedman Darlene J

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

429 BEAR CREEK CIRCLE

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2006

(Street)

NAPA, CA 94558

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

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)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock

⁽¹⁾ ⁽²⁾

01/26/2006

⁽¹⁾⁽²⁾

J⁽¹⁾⁽²⁾

58,549

⁽¹⁾⁽²⁾

Class B Common

19,516 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

Class B Common Stock

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

01/26/2006

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

19,516

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Class A Common

19,516 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

48,926

Common Stock

⁽¹⁾ ⁽²⁾

01/26/2006

⁽¹⁾⁽²⁾

J⁽¹⁾⁽²⁾

35,142

⁽¹⁾⁽²⁾

Class B Common Stock

11,714 ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

Alan H. and Darlene J. Friedman Trustee, Alan H. Friedman Revocable Trust U/A/D June 16, 2000

Class B Common Stock

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

01/26/2006

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

11,714

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Class A Common Stock

11,714 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

48,926

Alan H. and Darlene J. Friedman Trustee, Alan H. Friedman Revocable Trust U/A/D June 16, 2000

Series C Preferred Stock

⁽¹⁾ ⁽²⁾ ⁽⁵⁾

01/26/2006

⁽¹⁾⁽²⁾⁽⁵⁾

J⁽¹⁾⁽²⁾⁽⁵⁾

14,003

⁽¹⁾⁽²⁾⁽⁵⁾

Class B Common Stock

4,668 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾

⁽¹⁾ ⁽²⁾ ⁽⁵⁾

Class B Common Stock

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

01/26/2006

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

4,668

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Class A Common Stock

4,668 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

48,926

Series C Preferred Stock

⁽¹⁾ ⁽²⁾ ⁽⁵⁾

01/26/2006

⁽¹⁾⁽²⁾⁽⁵⁾

J⁽¹⁾⁽²⁾⁽⁵⁾

5,650

⁽¹⁾⁽²⁾⁽⁵⁾

Class B Common Stock

1,883 ⁽¹⁾ ⁽²⁾ ⁽⁵⁾

⁽¹⁾ ⁽²⁾ ⁽⁵⁾

Alan H. and Darlene J. Friedman Trustee, Alan H. Friedman Revocable Trust U/A/D June 16, 2000

Class B Common Stock

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

01/26/2006

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

1,883

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Class A Common Stock

1,883 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

48,926

Alan H. and Darlene J. Friedman Trustee, Alan H. Friedman Revocable Trust U/A/D June 16, 2000

Series D Common Stock

⁽⁵⁾ ⁽⁶⁾

01/26/2006

⁽⁵⁾⁽⁶⁾

J⁽⁵⁾⁽⁶⁾

23,830

⁽⁵⁾⁽⁶⁾

Class B Common Stock

23,830

⁽⁵⁾ ⁽⁶⁾

Class B Common Stock

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

01/26/2006

J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

7,943

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Class A Common Stock

7,943

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

48,926

Series D Common Stock

⁽⁵⁾ ⁽⁶⁾

01/26/2006

⁽⁵⁾⁽⁶⁾

J⁽⁵⁾⁽⁶⁾

9,606

⁽⁵⁾⁽⁶⁾

Class B Common Stock

3,202 ⁽⁶⁾

⁽⁵⁾ ⁽⁶⁾

Alan H. and Darlene J. Friedman Trustee, Alan H. Friedman Revocable Trust U/A/D June 16, 2000

Class B Common

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

01/26/2006

J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

3,202

⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Class A Common

3,202

⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

48,926

Alan H. and Darlene J. Friedman Trustee, Alan H. Friedman Revocable Trust U/A/D June 16, 2000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Friedman Darlene J 429 BEAR CREEK CIRCLE NAPA, CA 94558	X

Signatures

/s/ Thomas Barnes		01/27/2006
^**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)	Effective January 31, 2006, immediately prior to the anticipated closing date of the Issuer's initial public offering ("IPO") of its class A common stock, par value $.01 per share (the "Class A Common Stock"), the Issuer will amend and restate its certificate of incorporation.
(2)	The amendment and restatement of the Issuer's Certificate of Incorporation will, among other things, (i) create two new classes of stock, the Class A Common Stock and the class B common stock, par value $.01 per share (the "Class B Common Stock"), which Class B Common Stock will be convertible into Class A Common Stock on a one-for-one basis, and (u) reclassify each of the Issuer's then outstanding shares of Common Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock into one-third of one share of Class B Common Stock (the "Reclassification"). The Reclassification was structured to comply with Rules 16b-3 and 16b-7 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(3)	The Class B Common Stock was acquired without payment or exchange of consideration pursuant to the conversion of the reporting person's Common Stock pursuant to the Amendment and Restatement of the Issuer's Certificate of Incorporation described in Note 1 above.
(4)	The Class B Common Stock is convertible at my time at the holder's option on a one-for-one basis into Class A Common Stock and has no expiration date. The Class B Common Stock is automatically converted into Class A Common Stock upon any sale by the reporting person. Class B Common Stock generally has identical rights as Class A Common Stock, except that holders of Class A Common Stock are entitled to one vote per share while holders of class B Common Stock are entitled to ten votes per share on matters to be voted on by shareholders with certain exceptions.
(5)	The reporting person's Series C Preferred Stock was automatically reclassified into shares of Class B Common Stock on a three-for-one basis in the Reclassification described in Note 2 and the reporting person was not required to pay any exercise or conversion price in connection with such reclassification. The Reclassification was structured to comply with Rules 16b-3 and 16b-7 of the Exchange Act.
(6)	The Series D Convertible Preferred Stock is convertible into Common Stock based on the original purchase price of such series divided by the conversion price at any time at the option of the holder or upon an initial public offering of the issuer. The initial conversion price equals the per share purchase price of $2.35. The conversion price is subject to adjustments under provisions designed to protect against dilution as set forth in the issuer's Certificate of Incorporation. There is no expiration date for the Series D Convertible Preferred Stock.

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