FORM 4 | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. _See_ Instruction 1(b).  
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**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  | | OMB APPROVAL  
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| OMB Number: | 3235-0287  
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Expires: | January 31, 2005  
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Estimated average burden hours per response... | 0.5  
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| | 1\. Name and Address of Reporting Person *  
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Moran Montgomery F  
2\. Issuer Name **and** Ticker or Trading Symbol  
CHIPOTLE MEXICAN GRILL INC [CMG/CMG.B]  |  5\. Relationship of Reporting Person(s) to Issuer  
(Check all applicable)| __X__ Director | _____ 10% Owner  
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__X__ Officer (give title below) | _____ Other (specify below)  
President, COO and Director  
| (Last) | (First) | (Middle)  
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1543 WAZEE STREET, SUITE 200 3\. Date of Earliest Transaction (Month/Day/Year)  
02/20/2007  
|  (Street)   
  
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DENVER, CO 80202 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)  
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**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)  
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Code | V | Amount | (A) or (D) | Price  
Class A Common Stock  | 02/20/2007 | A |  30,000 (1) |  A  |  $ 0  |  65,000  |  D   
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.  
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**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)  
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares  
2007 Employee Stock Option - Right to Buy  |  $ 63.89  | 02/20/2007 | A |  40,000  | 02/20/2010 | 02/20/2014 |  Class A Common Stock  |  40,000  |  $ 0  |  40,000  |  D   
  
## Reporting Owners

**Reporting Owner Name / Address** | **Relationships**  
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Director |  10% Owner |  Officer |  Other  
Moran Montgomery F  
1543 WAZEE STREET, SUITE 200  
DENVER, CO 80202 |  X  |  President, COO and Director  
  
## Signatures

/s/ Bryant S. "Corky" Messner, as attorney-in-fact |  02/22/2007  
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**Signature of Reporting Person |  Date  
  
## Explanation of Responses:

***** | If the form is filed by more than one reporting person, _see_ Instruction 4(b)(v).  
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****** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. _See_ 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).  
**( 1)** | Granted as shares of restricted stock under the Chipotle Mexican Grill, Inc. 2006 Stock Incentive Plan, as amended.  
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, _see_ Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.