Statement of Changes in Beneficial Ownership (4)

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

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Baldocchi Albert S	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) C/O CHIPOTLE MEXICAN GRILL, 610 NEWPORT CENTER DR	3. Date of Earliest Transaction (MM/DD/YYYY) 5/19/2020
(Street) NEWPORT BEACH, CA 92660 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	5/19/2020		A		149 (1)	A	$0.00	72691	D
common stock	5/19/2020		A		57 (2)	A	$0.00	72748	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:
(1)	The issuer granted restricted stock units ("RSUs") to each of its non-employee directors under the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the "Plan") to cover the directors' one-year term of service from May 2020 to May 2021. The RSUs will settle in shares of the issuer's common stock on a one-for-one basis and will vest in full on the first anniversary of the grant date, subject to the reporting person's continued service on the Chipotle Board of Directors.
(2)	The issuer granted RSUs under the Plan to each of its non-employee directors who served on the Chipotle Board of Directors from January to May 2020. In 2019, the Board changed the director compensation period from a calendar year basis (December to January) to a May to May basis to correspond with the annual election of directors, and this RSU grant is a pro rata portion of the annual grant amount to compensate the directors for the transition period. This RSU grant was made in arrears, at the end of the service period, and vested in full on the date of grant.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Baldocchi Albert S C/O CHIPOTLE MEXICAN GRILL 610 NEWPORT CENTER DR NEWPORT BEACH, CA 92660	X

Signatures
/s/ Helen Kaminski, pursuant to the power of attorney previously filed		5/21/2020
**Signature of Reporting Person		Date