SEC Form 4 · accession 0001209191-19-015835
URBAN OUTFITTERS INC · URBN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Margaret Hayne
Officer — CEO, Free People · Director
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 5:47 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 28, 2019 | M | 10,000 | — | A | 1,076,184 | D | |
| Common Shares | Feb 28, 2019 | F | 3,118 | $30.85 | D | 1,073,066 | D | |
| Common Shares | holding | — | — | — | 11,303 | I | By Profit Sharing Fund (401(k) Plan) | |
| Common SharesF2 | holding | — | — | — | 5,100,796 | I | By Trust | |
| Common SharesF3 | holding | — | — | — | 23,486 | I | by Spouse through Profit Sharing Fund (401(k) Plan) | |
| Common SharesF3 | holding | — | — | — | 265,573 | I | by Spouse as Trustee | |
| Common SharesF3 | holding | — | — | — | 35,140 | I | by Hayne Foundation | |
| Common SharesF3 | holding | — | — | — | 17,618,953 | I | by Spouse |
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,F4 | — | Feb 28, 2019 | M | 13,333 | D | — | — | Common Shares | 10,000 | 20,000 | D |
Explanation of responses
- F1Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares.
- F2These shares are owned by seven trusts, of which members of the reporting person's immediate family are among the beneficiaries.
- F3The reporting person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
- F4One-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.