SEC Form 4 · accession 0001209191-19-015832

URBAN OUTFITTERS INC · URBN

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

Reporting owner

Officer — Chief Financial Officer

Period of report

Feb 28, 2019

Accepted (ET)

Mar 4, 2019 · 5:46 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 28, 2019	M	13,333	—	A	27,154	D
Common Shares	Feb 28, 2019	F	4,217	$30.85	D	22,937	D
Common Shares	holding	—	—		—	633	I	By Profit Sharing Fund (401(k) Plan)

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Based Restricted Stock Unti^F1,F2	—	Feb 28, 2019	M	13,333	D	—	—	Common Shares	13,333	26,667	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 28, 2019, 2020 and 2021, 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 2018, 2019, 2020 and 2021; 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.