SEC Form 4 · accession 0001209191-15-068255
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
Aug 25, 2015
Accepted (ET)
Aug 27, 2015 · 5:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000912615
Table I — non-derivative securities
No Table I lines on this filing.
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 UnitF3,F1,F2 | — | Aug 25, 2015 | A | 20,000 | A | — | — | Common Shares | 20,000 | 20,000 | D |
Explanation of responses
- F1Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares.
- F2One-third of the total number of PSUs are eligible to vest on each of August 25, 2018, 2019 and 2020, contingent on the continued employment of the reporting person through such date, the satisfaction of certain performance measures relating to the issuer's average operating profit margin for the fiscal years 2017, 2018, 2019 and 2020 and the satisfaction of the requirement that the average closing price of the issuer's common shares during the six-month period before the applicable vesting date be at least equal to the grant date price; 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 number of shares that may be registered under the award at three times the FMV of the award on the grant date.
- F3These shares are owned directly by Margaret Hayne and indirectly by her spouse, Richard A. Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.