SEC Form 5 · accession 0001209191-16-108916
URBAN OUTFITTERS INC · URBN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Richard A Hayne
Officer — CEO · Director · 10% Owner
Margaret Hayne
Officer — President, Free People · Director
Period of report
Jan 31, 2016
Accepted (ET)
Mar 16, 2016 · 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 | Mar 17, 2015 | G | 115,000 | $0.00 | D | 22,561,064 | D | |
| Common Shares | Nov 24, 2015 | G | 5,000,000 | $0.00 | D | 17,561,064 | D | |
| Common SharesF1 | Nov 24, 2015 | G | 5,000,000 | $0.00 | A | 5,000,000 | I | By The 2015 Richard A. Hayne GRAT |
| Common SharesF1 | holding | — | — | — | 23,598 | I | By Profit Sharing Fund (401(k) Plan) | |
| Common SharesF4 | holding | — | — | — | 157,233 | I | By Richard and Margaret Hayne 2012 Trust | |
| Common SharesF5 | holding | — | — | — | 265,573 | I | By Trust | |
| Common SharesF1 | holding | — | — | — | 62,440 | I | By Hayne Foundation | |
| Common SharesF6 | holding | — | — | — | 1,066,184 | I | By Spouse | |
| Common SharesF7 | holding | — | — | — | 11,356 | I | By spouse through Profit Sharing Fund (401(k) Plan) | |
| Common SharesF7,F8 | holding | — | — | — | 5,141,146 | I | By spouse as Trustee |
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 UnitF9,F10,F11 | — | holding | — | — | — | — | — | Common Shares | 60,000 | 60,000 | I |
| Performance Based Restricted Stock UnitF10,F12 | — | holding | — | — | — | — | — | Common Shares | 20,000 | 20,000 | I |
Explanation of responses
- F1These 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.
- F10Each PSU represents a contingent right to receive one of the issuer's common shares.
- F11The 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.
- F12One-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 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.
- F2Report of fiscal year-end holdings only.
- F3This 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, 2016.
- F4These 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.
- F5These shares are held by two trusts, of which members of Richard A. Hayne's immediate family are among the beneficiaries. Mr. Hayne serves as trustee of each trust and disclaims beneficial ownership of the issuer's common shares held by the trusts, except to the extent of his pecuniary interest therein.
- F6These 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.
- F7These 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.
- F8These shares are owned by five trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.
- F9The 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.