Exhibit 4.2


	
  

  	
  CLASS B

  COMMON

  	
   

  	
  CLASS B
  COMMON

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [CHIPOTLE LOGO]

  	
   

  	
   

  
	
   

  	
  PAR VALUE $.01

  	
   

  	
  THIS CERTIFICATE
  

  IS TRANSFERABLE 

  IN 

  NEW YORK, NY OR 

  CHICAGO, IL

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Certificate

  Number

  	
   

  	
   

  	
   

  	
  Shares

  **[Number]

  
	
   

  	
   

  	
   

  	
   

  	
  *****

  
	
  [Number]

  	
   

  	
  CHIPOTLE
  MEXICAN GRILL, INC.

  	
   

  	
  ***[Number]

  
	
   

  	
   

  	
  INCORPORATED
  UNDER THE LAWS OF THE STATE OF DELAWARE

  	
   

  	
  ****

  ****[Number]

  ***

  *****

  [Number]** 

  ******

  [Number]*

  
	
   

  	
  THIS CERTIFIES

  THAT

  	
   

  	
  CUSIP 169656 20
  4

  SEE REVERSE FOR

  	
   

  
	
   

  	
   

  	
  [Name]

  	
  CERTAIN
  DEFINITIONS

  	
   

  
	
   

  	
  is the owner of

  	
  **[NUMBER]**

  	
   

  	
   

  



 


FULLY-PAID AND NON-ASSESSABLE SHARES
OF THE CLASS B COMMON STOCK OF


Chipotle Mexican Grill, Inc. (hereinafter called the
“Company”), transferable
on the books of the Company in person or by duly authorized attorney, upon
surrender of this Certificate properly endorsed. This Certificate and the
shares represented hereby, are issued and shall be held subject to all of the
provisions of the Certificate of Incorporation, as amended, and the By-Laws,
as amended, of the Company (copies of which are on file with the Company and
with the Transfer Agent), to all of which each holder, by acceptance hereof,
assents. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.


 


Witness the facsimile seal of the Company and the facsimile signatures of its
duly authorized officers.


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DATED [Date]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  /s/ Montgomery
  F. Moran

  	
   

  	
   

  	
   

  	
   

  	
  COUNTERSIGNED AND REGISTERED 

  
	
   

  	
   

  	
  President and
  Chief 

  Operating Officer

  	
   

  	
   

  	
   

  	
   

  	
  COMPUTERSHARE INVESTOR 

  SERVICES, LLC 

  (CHICAGO) 

  TRANSFER AGENT AND REGISTRAR

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Steve Ells

  	
   

  	
   

  	
   

  	
   

  	
  By

  	
  [Name]

  
	
   

  	
   

  	
  Chairman and
  Chief 

  Executive Officer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  



 









 



CHIPOTLE MEXICAN GRILL, INC.


The
following abbreviations, when used in inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws of regulations:


	
  

  	
   

  	
  TEN COM

  	
   

  	
  - as tenants in common

  	
   

  	
  UNIF GIFT IN ACT-

  	
   

  	
   

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
   

  	
   

  	
  (Minor)

  
	
   

  	
   

  	
  TEN ENT

  	
   

  	
  – as tenants by the entireties

  	
   

  	
   

  	
   

  	
  under Uniform Gifts to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
  JT TEN

  	
   

  	
  – as joint
  tenants with right of survivorship and not as tenants in common 

  	
   

  	
  UNIF TRF MIN ACT

  	
   

  	
   

  	
   

  	
  Custodian (until age)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
   

  	
   

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  under Uniform Transfers to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional
  abbreviations may also be used though not in the above list.

  



THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO
REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE
COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS
DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION
OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF
THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE
VARIATIONS FOR FURTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE
SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY
REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL
REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER
AGENTS 









 



AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE
AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH
CERTIFICATE.


 


	
  

  	
   

  	
   

  	
  PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

  
	
  For value

  received,

  	
   

  	
  hereby sell assign and 

  transfer unto

  	
   

  
	
   

   

  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP
  CODE, OF ASSIGNEE)

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Shares

  
	
  of the Class A common stock represented by the within
  Certificate, and do hereby irrevocably constitute and appoint

  	
   

  
	
   

  	
  Attorney

  
	
  to transfer the said stock on the books of the within-named
  Corporation with full power of substitution in the premises.

  	
   

  
							



 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  20

  	
   

  	
   

  	
  Signature(s)
  Guaranteed: Medallion 

  Guarantee Stamp

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
  GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and
  Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
  PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notice:

  	
  The signature to this assignment must correspond
  with the name as written upon the face of the certificate, in every
  particular, without alteration or enlargement, or any change whatever.