UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Chipotle Mexican Grill, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
169656 10 5
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(CUSIP Number)
August 28, 2008
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(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[x] Rule 13d-1(b)
[ ] 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 in the remainder of this cover page shall not be deemed
to be "filed" for purposes 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).
CUSIP No. 169656 10 5 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hussman Strategic Growth Fund, an investment portfolio of Hussman
Investment Trust
52-2226627
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio U.S.A.
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5 SOLE VOTING POWER
0
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6 SHARED VOTING POWER
750,000
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7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
750,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
750,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.15%
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12 TYPE OF REPORTING PERSON*
IV
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CUSIP No. 169656 10 5 13G Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hussman Econometrics Advisors, Inc. 38-3083913
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland U.S.A.
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5 SOLE VOTING POWER
0
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6 SHARED VOTING POWER
750,000
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7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
750,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
750,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.15%
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12 TYPE OF REPORTING PERSON*
IA
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CUSIP No. 169656 10 5 13G Page 4 of 7 Pages
Item 1(a). Name of Issuer:
Chipotle Mexican Grill, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1401 Wynkoop Street, Suite 500
Denver, Colorado 80202
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Hussman Strategic Growth Fund (the "Fund"), an investment
portfolio of Hussman Investment Trust (the "Trust"), an open-end management
investment company, with respect to the Class A Common Stock directly owned by
it; and
(ii) Hussman Econometrics Advisors, Inc. (the "Adviser"), a Maryland
corporation, with respect to the Class A Common Stock directly owned by the
Fund.
The foregoing persons are hereinafter sometimes referred to
collectively as the "Reporting Persons." Any disclosures herein with respect to
persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of each of the Reporting Persons is c/o
Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio
45246.
Item 2(c). Citizenship:
The Trust is an unincorporated business trust that was organized under
Ohio law on June 1, 2000. The Adviser is a Maryland corporation.
Item 2(d). Title of Class of Securities:
Class A Common Stock
CUSIP No. 169656 10 5 13G Page 5 of 7 Pages
Item 2(e). CUSIP Number:
169656 10 5
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [x] Investment Company registered under Section 8 of the
Investment Company Act of 1940, [with respect to the Trust]
(e) [x] Investment Adviser in accordance with Rule 13d-1
(b)(1)(ii)(E), [with respect to the Adviser]
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance with
Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box: [ ]
CUSIP No. 169656 10 5 13G Page 6 of 7 Pages
Item 4. Ownership.
A. Hussman Strategic Growth Fund
(a) Amount beneficially owned: 750,000
(b) Percent of class: 5.15% The percentages used herein and in
the rest of Item 4 are calculated based upon the 14,561,000
shares of Class A Common Stock issued and outstanding as of
December 31, 2008.
(c)
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 750,000
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 750,000
B. Hussman Econometrics Advisors, Inc.
(a) Amount beneficially owned: 750,000
(b) Percent of class: 5.15% The percentages used herein and in
the rest of Item 4 are calculated based upon the 14,561,000
shares of Class A Common Stock issued and outstanding as of
December 31, 2008.
(c)
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 750,000
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 750,000
The Fund has the power to dispose of and the power to vote the shares of
Class A Common Stock beneficially owned by it, which power may be exercised by
its adviser, Hussman Econometrics Advisors, Inc. By reason of the provisions of
Rule 13d-3 of the Securities Exchange Act of 1934, the Adviser each may be
deemed to beneficially own the shares of Class A Common Stock owned by the Fund.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Hussman Econometrics Advisors, Inc. has the power to direct the affairs of
the Fund, including decisions respecting the disposition of the proceeds from
the sale of the shares of Class A Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
CUSIP No. 169656 10 5 13G Page 7 of 7 Pages
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best
of its 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 that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
DATED: January 12, 2009
HUSSMAN INVESTMENT TRUST
By: /s/ John P. Hussman
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Name: John P. Hussman
Title: President
HUSSMAN ECONOMETRICS ADVISORS, INC.
By: /s/ John P. Hussman
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Name: John P. Hussman
Title: President