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 * Theodoredis Roger E	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 Legal Officer & GC
(Last)          (First)          (Middle) CHIPOTLE MEXICAN GRILL, INC., 610 NEWPORT CENTER DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 7/22/2021
(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	7/22/2021		M		1696	A	$582.77	4270	D
common stock	7/22/2021		F(1)		560	D	$1765.00	3710	D
common stock	7/22/2021		S		1136	D	$1763.4827	2574	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
2019 SOSARs	$582.77	7/22/2021		M			1696	2/8/2021 (2)	2/8/2026	common stock	1696	$0	1695	D

Explanation of Responses:
(1)	Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of the stock appreciation right.
(2)	The SOSARs awarded to the reporting person vest in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration of vesting.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Theodoredis Roger E CHIPOTLE MEXICAN GRILL, INC. 610 NEWPORT CENTER DRIVE NEWPORT BEACH, CA 92660			Chief Legal Officer & GC

Signatures
/s/ Helen Kaminski, pursuant to power of attorney previously filed		7/23/2021
**Signature of Reporting Person		Date