SEC Form 4 · accession 0001209191-19-014128
URBAN OUTFITTERS INC · URBN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Conforti
Officer — Chief Financial Officer
Period of report
Feb 25, 2019
Accepted (ET)
Feb 27, 2019 · 5:13 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 SharesF1 | Feb 25, 2019 | M | 20,000 | — | A | 20,000 | D | |
| Common Shares | Feb 25, 2019 | F | 6,179 | $30.31 | D | 13,821 | D | |
| Common Shares | holding | — | — | — | 668 | I | By Profit Sharing Fund (401(k) Plan) |
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 UntiF1,F2 | — | Feb 25, 2019 | M | 20,000 | D | — | — | Common Shares | 20,000 | 0 | D |
| Performance Based Restricted Stock UnitF1,F3 | — | Feb 26, 2019 | A | 40,000 | A | — | — | Common Shares | 40,000 | 40,000 | 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 half of the total number of PSUs were eligible to vest on each of February 23, 2018 and 2019, 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 and 2019; provided, however, that on the two vesting dates, the number of PSUs that vest was 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.
- F3One-third of the total number of PSUs are eligible to vest on each of February 26, 2021, 2022 and 2023, 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 2020, 2021, 2022 and 2023.