SEC Form 4 · accession 0001209191-16-138688
URBAN OUTFITTERS INC · URBN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David W. McCreight
Officer — President, URBN
Period of report
Aug 23, 2016
Accepted (ET)
Aug 25, 2016 · 5:37 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 SharesF1 | Aug 23, 2016 | M | 100,000 | — | A | 132,453 | D | |
| Common Shares | Aug 23, 2016 | F | 48,541 | $36.83 | D | 83,912 | D |
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 UnitF1,F2 | — | Aug 23, 2016 | M | 100,000 | D | — | — | Common Shares | 100,000 | 0 | D |
| Performance Based Restricted Stock UnitF1,F3 | — | Aug 23, 2016 | A | 100,000 | A | — | — | Common Shares | 100,000 | 100,000 | D |
Explanation of responses
- F1Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares.
- F2The PSUs vested on August 23, 2016.
- F3The PSUs are eligible to vest on February 23, 2017, contingent on the continued employment of the reporting person through such date and the satisfaction of certain performance measures relating to the issuer's direct-to-consumer sales and average operating profit margin for the third and fourth quarters of fiscal year 2017; provided, however, that on the vesting date, 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. All common shares are required to be held for a period of six months following the vesting date, except that the reporting person may sell such number of shares as is required to satisfy his tax obligations at the time of vesting