0000899243-19-009560.txt : 20190402 0000899243-19-009560.hdr.sgml : 20190402 20190402161520 ACCESSION NUMBER: 0000899243-19-009560 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190311 FILED AS OF DATE: 20190402 DATE AS OF CHANGE: 20190402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32731 FILM NUMBER: 19724851 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PS Management GP, LLC CENTRAL INDEX KEY: 0001336477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32731 FILM NUMBER: 19724852 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACKMAN WILLIAM A CENTRAL INDEX KEY: 0001056513 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32731 FILM NUMBER: 19724853 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHIPOTLE MEXICAN GRILL INC CENTRAL INDEX KEY: 0001058090 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 841219301 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DR STREET 2: SUITE 1300 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 3035954000 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DR STREET 2: SUITE 1300 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-11 0 0001058090 CHIPOTLE MEXICAN GRILL INC CMG 0001336528 Pershing Square Capital Management, L.P. 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 1 0 0 0 0001336477 PS Management GP, LLC 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 1 0 0 0 0001056513 ACKMAN WILLIAM A 888 SEVENTH AVENUE 42ND FLOOR NEW YORK NY 10019 1 0 0 0 Common Stock 2019-03-11 4 G 0 3 616.44 D 1869572 I See footnotes Common Stock 2019-03-29 4 G 0 6862 710.31 D 1862710 I See footnotes In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square"), this Form 4 is being filed jointly by PS Management GP, LLC, a Delaware limited liability company ("PS Management"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PS International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS and PS International, the "Pershing Square Funds"). Pershing Square also managed the account of Pershing Square II, L.P., a Delaware limited partnership ("PS II"). PS II distributed all Subject Securities to investors, on a pro-rata basis, pursuant to a Rule 10b5-1 plan, the result of which was to change beneficial ownership from indirect to direct in a Rule 16a-13 exempt transaction (the "Distribution"). Pershing Square, as the investment adviser to the Pershing Square Funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Pershing Square, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of Mr. Ackman's position as Chief Executive Officer of Pershing Square and managing member of PS Management, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. This Form 4 is being filed as a result of Section 16 exempt gifts by Mr. William A. Ackman. The number of shares (1,869,572) on the date of Distribution reflects the gifts to charity of 3 Subject Shares (on the account of the Reporting Persons) and the Distribution to investors (other than the Reporting Persons) of 11,224 Subject Securities. In addition, on March 29, 2019, Mr. Ackman gifted to charity 6,862 Subject Shares. All gifts were pursuant to a Rule 10b5-1 plan. The Reporting Persons did not sell any Common Stock. The Reporting Persons disclaim being directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. Pershing Square Capital Management, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ William A. Ackman, Managing Member 2019-04-02 PS Management GP, LLC, By: /s/ William A. Ackman, Managing Member 2019-04-02 /s/ William A. Ackman 2019-04-02