FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hartung Jack
(Last) (First) (Middle)
610 NEWPORT CENTER DRIVE, SUITE 1300
(Street)
NEWPORT BEACH CA 92660
(City) (State) (Zip)
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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2019
4. 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 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)
Code V Amount (A) or (D) Price
common stock 08/08/2019   M (1)   5,000 A $ 543.2 40,237 D  
common stock 08/08/2019   F (2)   3,354 D $ 810 36,883 D  
common stock 08/08/2019   S (1)   1,646 D $ 810 35,237 D  
common stock               35 I By children (3)
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 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: 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
2014 Performance SOSAR $ 543.2 08/08/2019   M (1)     5,000 05/10/2016 02/03/2021 common stock 5,000 $ 0 15,000 D  
Explanation of Responses:
1. These stock appreciation rights exercises and sales were executed under the terms of a Sales Plan intended to comply with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.
2. Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of the stock appreciation right.
3. The reporting person disclaims beneficial ownership of shares held by his children.
/s/ Helen Kaminski, pursuant to power of attorney filed herewith 08/08/2019
** 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 4 (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.
POA DOCUMENT 
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS


KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Roger Theodoredis, Michael McGawn and Helen Kaminski,
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 or in
connection with 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 Form 144; 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 August 5, 2019

/s/ John R. (Jack) Hartung