Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
December 31, 2012
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which
this schedule is filed:
(X) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
Name of Issuer: Chipotle Mexican Grill, Inc.
Title of Class of Securities: Common
CUSIP Number: 169656105
*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 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).
CUSIP Number: 169656105
1. Name of Reporting Person: Jennison Associates LLC
S.S. or I.R.S. Identification No. of Above Person: IRS
Identification #52-2069785 (formerly 13-2631108)
2. Check the Appropriate Box if a Member of a Group: Not
Applicable
3. SEC Use Only
4. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned By Each Reporting Person
With:
5. Sole Voting Power: 898,806 shares
6. Shared Voting Power: 0 shares
7. Sole Dispositive Power: 0 shares
8. Shared Dispositive Power: 1,511,899 shares
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,511,899 shares
10. Check Box if the Aggregate Amount in Row 9 Excludes
Certain Shares: ( )
11. Percent of Class Represented by Amount in Row 9: 4.8%
12. Type of Reporting Person*: IA
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, CO 80202
Item 2(a) Name of Person Filing: Jennison Associates LLC
Item 2(b) Address of Principal Business Office or Residence:
466 Lexington Avenue
New York, NY 10017
Item 2(c) Citizenship: Delaware
Item 2(d) Title of Class of Securities: Common
Item 2(e) CUSIP Number: 169656105
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) ( ) Investment Company registered under Section 8 of the
Investment Company Act
(e) (X) Investment Adviser in accordance with Section
240.13d-1(b) (1) (ii) (E)
(f) ( ) Employee Benefit Plan, Pension Fund which is subject
to the provision of the Employee Retirement Income Security
Act of 1974 or Endowment Fund in accordance with Section
240.13d-1(b) (ii) (F)
(g) ( ) Parent Holding Company or control person, in accordance
with Section 240.13(b) (ii) (G)
(h) ( ) A savings association as defined by Section 3(b) of the
Federal Deposit Insurance Act
(i)( ) A church plan that is excluded from the definition of an
investment company under Section 3(c) (4) of the Investment Company
Act of 1940.
(j)( ) Group, in accordance with Section 240.13d-1(b) (1) (ii) (J).
If this statement is filed pursuant to Section 240.13d-1(c), check
this box. ( )
Item 4 Ownership:
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
(a) Amount Beneficially Owned: 1,511,899
(b) Percent of Class: 4.8%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: 898,806
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 1,511,899
Jennison Associates LLC ("Jennison") furnishes
investment advice to several investment companies,
insurance separate accounts, and institutional clients ("Managed
Portfolios"). As a result of its role as investment adviser of
the Managed Portfolios, Jennison may be deemed to be the
beneficial owner of the shares of the Issuer's Common Stock
held by such Managed Portfolios. Prudential Financial, Inc.
("Prudential") indirectly owns 100% of equity interests of
Jennison. As a result, Prudential may be deemed to have the
power to exercise or to direct the exercise of such voting
and/or dispositive power that Jennison may have with respect to
the Issuer's Common Stock held by the Managed Portfolios.
Jennison does not file jointly with Prudential, as such, shares
of the Issuer's Common Stock reported on Jennison's 13G may be
included in the shares reported on the 13G filed by Prudential.
These shares were acquired in the ordinary course of business,
and not with the purpose or effect of changing or influencing
control of the Issuer. The filing of this statement should not
be construed as an admission that Jennison is, for the purposes
of Sections 13 or 16 of the Securities Exchange Act of 1934,
the beneficial owner of these shares.
Item 5 Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the securities,
check the following (X).
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
Our clients have the right to receive or the power to direct
the receipt of dividends or the profits from the sale of such
securities. No one client owns more than 5% of such security
class.
Item 7 Identification and Classification of the Subsidiary
which Acquired the Security being Reported on by the Parent
Holding Company: Not Applicable
Item 8 Identification and Classification of Members of the
Group: Not Applicable
Item 9 Notice of Dissolution of Group: Not Applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are
in held the ordinary course of business and were not acquired and
are not held for the purpose of and do not have 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.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the correct information set forth in
this statement is true, complete and correct.
February 12, 2013
/s/ Janet Early
Janet Early
Vice President