SEC Form 4 · accession 0001209191-18-043132

URBAN OUTFITTERS INC · URBN

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

Reporting owner

Officer — CEO, Urban Outfitters Group

Period of report

Jul 16, 2018

Accepted (ET)

Jul 18, 2018 · 5:44 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^F1	Jul 16, 2018	M	33,333	—	A	33,333	D
Common Shares	Jul 16, 2018	F	14,001	$44.48	D	19,332	D

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	—	Jul 16, 2018	M	33,333	D	—	—	Common Shares	33,333	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 July 14, 2017, 2018 and 2019, contingent on the continued employment of the reporting person through such date 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 100%, 105% and 110%, respectively, of 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.