SEC Form 4 · accession 0001209191-18-014122

URBAN OUTFITTERS INC · URBN

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

Reporting owner

Officer — General Counsel and Secretary

Period of report

Feb 23, 2018

Accepted (ET)

Feb 27, 2018 · 6:15 pm EST

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^F1	Feb 23, 2018	M	16,666	—	A	16,666	D
Common Shares	Feb 23, 2018	F	5,245	$37.05	D	11,421	D
Common Shares	Apr 13, 2017	G	5,000	$0.00	A	19,604	I	As Trustee

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Based Restricted Stock Unit^F1,F2	—	Feb 23, 2018	M	16,666	D	—	—	Common Shares	16,666	33,334	D

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 February 23, 2018, 2019 and 2020, contingent on the continued employment of the reporting person through such date and the satisfaction of certain performance measures relating to the issuer's average operating profit margin for the fiscal years 2017, 2018, 2019 and 2020; 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.