SEC Form 5 · accession 0001209191-15-027194

URBAN OUTFITTERS INC · URBN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Richard A Hayne

Officer — CEO and President · Director · 10% Owner

Margaret Hayne

Officer — President, Free People · Director

Period of report

Jan 31, 2015

Accepted (ET)

Mar 17, 2015 · 5:53 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^F4	Feb 18, 2014	G	2,404,990	$0.00	D	0	I	By Richard A. Hayne GRAT #2
Common Shares^F10	Feb 28, 2014	G	979	$0.00	D	0	I	By spouse as UGMA custodian for son
Common Shares^F10	Feb 18, 2014	G	1,122,410	$0.00	A	2,490,488	I	By spouse as Trustee
Common Shares^F10	Feb 18, 2014	G	1,122,410	$0.00	A	2,490,488	I	By spouse as Trustee
Common Shares^F10	Feb 18, 2014	G	53,390	$0.00	A	53,390	I	By spouse as Trustee
Common Shares^F10	Feb 18, 2014	G	53,390	$0.00	A	53,390	I	By spouse as Trustee
Common Shares^F10	Feb 18, 2014	G	53,390	$0.00	A	53,390	I	By spouse as Trustee
Common Shares^F2	holding	—	—		—	22,676,064	D
Common Shares^F4	holding	—	—		—	23,626	I	By Profit Sharing Fund (401(k) Plan)
Common Shares^F6	holding	—	—		—	157,233	I	By Richard and Margaret Hayne 2012 Trust
Common Shares^F7	holding	—	—		—	138,223	I	By David A. Hayne 2012 Trust
Common Shares^F8	holding	—	—		—	127,350	I	By Jessica M. Hayne 2012 Trust
Common Shares^F4	holding	—	—		—	62,440	I	By Hayne Foundation
Common Shares^F9	holding	—	—		—	1,066,184	I	By Spouse
Common Shares^F10	holding	—	—		—	11,369	I	By spouse through 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
Performance Based Restricted Stock Unit^F12,F13,F14	—	holding	—	—	—	—	—	Common Shares	60,000	60,000	I

Explanation of responses

F1Report of fiscal year-end holdings only.
F10These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
F11These shares were transferred by spouse as UGMA custodian to son when he reached the age of majority.
F12The footnote disclosure regarding the grant of Performance Based Restricted Stock Units ("PSUs") differs from the disclosure in Margaret Hayne's Form 4 filed on August 29, 2013 due to a typographical error in the prior filing.
F13Each PSU represents a contingent right to receive one of the issuer's common shares.
F14The 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 of the issuer's common shares on the grant date, divided by the fair market value of the issuer's common shares on the day before the applicable vesting date. This limitation caps the fair market value of the award at three times the fair market value of the award on the grant date.
F2This amount includes 3,389,526 shares transferred to Richard A. Hayne upon termination of the Richard A. Hayne GRAT #2 (the "GRAT").
F3Upon termination of the GRAT, 2,404,990 shares of the 5,794,516 shares held by the GRAT were transferred to trusts for the benefit of the reporting persons' children and the remaining 3,389,526 shares were transferred to Richard A. Hayne.
F4These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Margaret Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
F5This 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.
F6These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Both reporting persons disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
F7Richard A. Hayne is a trustee of the David A. Hayne 2012 Trust, of which members of his immediate family are among the beneficiaries. Mr. Hayne disclaims beneficial ownership of the issuer's common shares held by the trust, except to the extent of his pecuniary interest therein.
F8Richard A. Hayne is a special trustee of the Jessica M. Hayne 2012 Trust, of which members of his immediate family are among the beneficiaries. Mr. Hayne disclaims beneficial ownership of the issuer's common shares held by the trust, except to the extent of his pecuniary interest therein.
F9These shares are owned indirectly by Richard A. Hayne and directly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.