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BOATWRIGHT SCOTT filed this Form 3 on 09/15/2017
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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Boatwright Scott

(Last) (First) (Middle)
1401 WYNKOOP STREET, SUITE 500

(Street)
DENVER CO 80220

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2017
3. Issuer Name and Ticker or Trading Symbol
CHIPOTLE MEXICAN GRILL INC [ CMG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Restaurant Officer
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
2017 Stock Appreciation Rights 05/30/2019(1) 05/30/2024 Common Stock 10,090 475.7 D
Explanation of Responses:
1. The Stock Appreciation Rights 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.
Remarks:
/s/ Michael McGawn, as attorney-in-fact 09/15/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
LIMITED POWER OF ATTORNEY
FOR SECTION 16(a) REPORTING
 
        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Bryant S. "Corky" Messner and Michael M. McGawn, and
each of them, as the undersigned's true and lawful attorney-in-fact (the
"Attorney-in Fact"), with full power of substitution and re-substitution, each
with the power to act alone for the undersigned and in the undersigned's name,
place and stead, in any and all capacities to:
 
        1.	prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a
Form ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation
of the SEC;
        
        2.	prepare, execute and file with the SEC, any national securities
exchange or securities quotation system any and all reports (including any
amendment thereto) of the undersigned required or considered advisable under
Section 16(a) of the Exchange Act and the rules and regulations thereunder, with

respect to the equity securities of Chipotle Mexican Grill, Inc. (the
"Company"), including Forms 3, 4 and 5; and
         
        3.	obtain, as the undersigned's representative and on the undersigned's
behalf, information regarding transactions in the Company's equity securities
from any third party, including the Company and any brokers, dealers, employee
benefit plan administrators and trustees, and the undersigned hereby authorizes
any such third party to release any such information to the Attorney-in-Fact.
 
        The undersigned acknowledges that:
         
        1.	this Limited Power of Attorney authorizes, but does not require, the
Attorney-in-Fact to act at his or her discretion on information provided to such
Attorney-in-Fact without independent verification of such information;
         
        2.	any documents prepared or executed by the Attorney-in-Fact on behalf
of the undersigned pursuant to this Limited Power of Attorney will be in such
form and will contain such information as the Attorney-in-Fact, in his or her
discretion, deems necessary or desirable;
         
        3.	neither the Company nor the Attorney-in-Fact assumes any liability
for the undersigned's responsibility to comply with the requirements of Section
16 of the Exchange Act, any liability of the undersigned for any failure to
comply with such requirements, or any liability of the undersigned for
disgorgement of profits under Section 16(b) of the Exchange Act; and
         
        4.	this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under Section
16 of the Exchange Act, including, without, limitation, the reporting
requirements under Section 16(a) of the Exchange Act.
 
        The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite, necessary or
convenient to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Limited
Power of Attorney.
 
        This Limited Power of Attorney revokes any earlier-dated power of
attorney relating to reporting obligations of the undersigned under Section
16(a) of the Exchange Act, and shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 with respect to the
undersigned's transactions in equity securities of the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact
or the Company.
         
        This Limited Power of Attorney shall be governed and construed in
accordance with the laws of the State of Colorado without regard to
conflict-of-law principles.
 
        IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of the 
6th  day of September, 2017
 
							    /s/ Scott Boatwright                                       
									Scott Boatwright












 
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