UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
CHIPOTLE MEXICAN GRILL, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
169656105
(CUSIP Number)
OCTOBER 10, 2006
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 11 Pages
CUSIP NO. 169656105 PAGE 2 OF 11 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Atticus Capital LP
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 950,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 950,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
950,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.74%
12 Type of Reporting Person (See Instructions)
PN
CUSIP NO. 169656105 PAGE 3 OF 11 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Atticus Management LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
c. [ ]
d. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 950,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 950,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
950,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.74%
12 Type of Reporting Person (See Instructions)
OO
CUSIP NO. 169656105 PAGE 4 OF 11 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Timothy R. Barakett
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Canada
5 Sole Voting Power
Number of 950,000
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 950,000
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
950,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.74%
12 Type of Reporting Person (See Instructions)
IN
CUSIP NO. 169656105 PAGE 5 OF 11 PAGES
ITEM 1(A) NAME OF ISSUER:
Chipotle Mexican Grill, Inc. (the "Issuer").
ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1543 Wazee Street
Suite 200
Denver, CO 80202
ITEM 2(A) NAME OF PERSON FILING:
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) Atticus Capital LP ("Atticus Capital");
ii) Atticus Management LLC ("Atticus Management"); and
iii) Timothy R. Barakett ("Mr. Barakett").
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of the Reporting Persons is
152 West 57th Street, 45th Floor, New York, NY 10019.
ITEM 2(C) CITIZENSHIP:
1) Atticus Capital is a Delaware limited partnership;
2) Atticus Management is a Delaware limited liability company;
and
3) Mr. Barakett is a citizen of Canada.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Class A common stock, par value $0.01 per share (the "Shares").
ITEM 2(E) CUSIP NUMBER:
169656105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
CUSIP NO. 169656105 PAGE 6 OF 11 PAGES
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
As of the date hereof, each of the Reporting Persons may be deemed to be
the beneficial owner of 950,000 Shares.
ITEM 4(B) PERCENT OF CLASS:
Each of the Reporting Persons may be deemed to be the beneficial owner of
approximately 6.74% of the total number of Shares outstanding.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
ATTICUS CAPITAL
Sole power to vote or direct the vote 950,000
Shared power to vote or to direct the vote 0
Sole power to dispose or to direct the disposition of 950,000
Shared power to dispose or to direct the disposition of 0
ATTICUS MANAGEMENT
(i) Sole power to vote or direct the vote 950,000
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 950,000
(iv) Shared power to dispose or to direct the disposition of 0
MR. BARAKETT
(i) Sole power to vote or direct the vote 950,000
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 950,000
(iv) Shared power to dispose or to direct the disposition of 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This Item 5 is not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
This Item 6 is not applicable.
CUSIP NO. 169656105 PAGE 7 OF 11 PAGES
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
This Item 7 is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
ITEM 10. CERTIFICATION:
By signing below each of the Reporting Persons certifies that, to the best
of such person's knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
CUSIP NO. 169656105 PAGE 8 OF 11 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: October 16, 2006 ATTICUS CAPITAL LP
By: Atticus Management LLC,
its general partner
By: /s/ Timothy R. Barakett *
--------------------------------
Name: Timothy R. Barakett
Title: Managing Member
Date: October 16, 2006 ATTICUS MANAGEMENT LLC
By: /s/ Timothy R. Barakett *
-----------------------------------------
Name: Timothy R. Barakett
Title: Managing Member
Date: October 16, 2006 TIMOTHY R. BARAKETT
/s/ Timothy R. Barakett *
-----------------------------------------------
*By John F. Brown, attorney-in-fact
CUSIP NO. 169656105 PAGE 9 OF 11 PAGES
EXHIBIT INDEX
PAGE NO.
A. Joint Filing Agreement, dated as of October 16, 2006, by and among the Reporting
Persons..................................................................................... 10
B. Power of Attorney, dated March 21, 2006..................................................... 11
CUSIP NO. 169656105 PAGE 10 OF 11 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Class A common stock, par value $0.01 per share, of Chipotle
Mexican Grill, Inc., dated as of October 16, 2006, is, and any amendments
thereto (including amendments on Schedule 13D) signed by each of the undersigned
shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Date: October 16, 2006 ATTICUS CAPITAL LP
By: Atticus Management LLC,
its general partner
By: /s/ Timothy R. Barakett *
--------------------------------
Name: Timothy R. Barakett
Title: Managing Member
Date: October 16, 2006 ATTICUS MANAGEMENT LLC
By: /s/ Timothy R. Barakett *
-----------------------------------------
Name: Timothy R. Barakett
Title: Managing Member
Date: October 16, 2006 TIMOTHY R. BARAKETT
/s/ Timothy R. Barakett *
-----------------------------------------------
*By John F. Brown, attorney-in-fact
CUSIP NO. 169656105 PAGE 11 OF 11 PAGES
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, TIMOTHY R. BARAKETT, hereby
make, constitute and appoint each of JOHN F. BROWN and CHARLES FORTIN, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as chief executive
officer of, managing member of or in other capacities with Atticus Capital LP or
its general partner Atticus Management LLC (f/k/a Atticus Capital, L.L.C.)
(collectively, "Atticus"), and each of their affiliates or entities advised by
me or Atticus, all documents, certificates, instruments, statements, filings and
agreements ("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities, futures
contracts or other investments, and any other documents relating or ancillary
thereto, including without limitation all documents relating to filings with the
Commodities Futures Trading Commission and National Futures Association, the
United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information
statements on Form 13F required to be filed with the SEC pursuant to Section
13(f) of the Act. All past acts of the attorneys-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of, or otherwise associated with, Atticus or one of its affiliates.
Execution of this power of attorney revokes that certain Power of Attorney dated
as of January 24, 2006 with respect to substantially the same matters addressed
above.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of March 21, 2006.
/s/ Timothy R. Barakett
---------------------------
Timothy R. Barakett