SEC Form 5 · accession 0001209191-15-027184
URBAN OUTFITTERS INC · URBN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Glen A Bodzy
Officer — Secretary and General Counsel
Period of report
Jan 31, 2015
Accepted (ET)
Mar 17, 2015 · 5:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000912615
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares | holding | — | — | — | 261,474 | D | ||
| Common Shares | holding | — | — | — | 771 | I | By Profit Sharing Fund (401(k) Plan) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options - right to buyF3 | $31.11 | holding | — | — | — | Jan 18, 2006 | Nov 17, 2015 | Common Shares | 80,000 | 80,000 | D |
| Performance Based Restricted Stock UnitF4,F5 | — | holding | — | — | — | — | — | Common Shares | 11,672 | 11,672 | D |
| Performance Based Restricted Stock UnitF6,F4,F7 | — | holding | — | — | — | — | — | Common Shares | 25,000 | 25,000 | D |
| Performance Based Restricted Stock UnitF4,F8 | — | holding | — | — | — | — | — | Common Shares | 15,000 | 15,000 | D |
Explanation of responses
- F1Report of fiscal year-end holdings only.
- F2This line item reports the balance of shares in the Profit Sharing Trust after covering certain administrative costs of the Trustee as of the plan statement date of January 31, 2015.
- F3Options vested in their entirety on January 18, 2006.
- F4Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares.
- F5One-third of the total number of PSUs are eligible to vest on each of August 16, 2014, August 16, 2015, and August 16, 2016, contingent on the continued employment of the reporting person through such date and the satisfaction of the requirement that the average closing price of the issuer's common shares be at least $30.00, $32.50, and $35.00, respectively, during the six month period before the vesting date; provided, however, that on each of the three vesting dates, the number of PSUs that vest is limited to the number of PSUs multiplied by five times the fair market value ("FMV") of the issuer's common shares on the grant date, divided by the FMV of the issuer's common shares on the day before the applicable vesting date. The limitation caps the FMV of the award at five times the FMV of the award on the grant date.
- F6The footnote disclosure regarding the grant of PSUs differs from the disclosure in the reporting person's Form 4 filed on August 29, 2013 due to a typographical error in the prior filing.
- F7The PSUs are eligible to vest on August 27, 2018, contingent on the continued employment of the reporting person through such date and the satisfaction of certain performance measures relating to the issuer's compounded annual growth rate for operating profit for the fiscal years 2015, 2016, 2017 and 2018, as well as on the average closing price of the issuer's common shares being greater than the grant date price; provided, however, that the number of PSUs that vest is limited to the number of PSUs multiplied by three times the fair market value ("FMV") of the issuer's common shares on the grant date, divided by the FMV of the issuer's common shares on the day before the applicable vesting date. This limitation caps the FMV of the award at three times the FMV of the award on the grant date.
- F8One-third of the total number of PSUs are eligible to vest on each of August 26, 2017, 2018 and 2019, contingent on the continued employment of the reporting person through such date, the satisfaction of certain performance measures relating to the issuer's compounded annual growth rate for operating profit for the fiscal years 2016, 2017, 2018 and 2019, and the satisfaction of the requirement that the average closing price of the issuer's common shares be at least equal to the grant date price during the six month period before the applicable vesting date; provided, however, that on the three vesting dates, the number of PSUs that vest is limited to the number of PSUs multiplied by three times the fair market value ("FMV") of the issuer's common shares on the grant date, divided by the FMV of the issuer's common shares on the day before the applicable vesting date. This limitation caps the FMV of the award at three times the FMV of the award on the grant date.