Frank Conforti - 25 Feb 2022 Form 4 Insider Report for URBAN OUTFITTERS INC (URBN)

Role: Co-President & COO
Signature: /s/ Frank Conforti
Issuer symbol: URBN
Transactions as of: 25 Feb 2022
Net transactions value: -$351,245
Form type: 4
Filing time: 01 Mar 2022, 18:00:04 UTC
Previous filing: 17 Mar 2022
Next filing: 10 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	URBN	Common Shares	Options Exercise		+13,333	+151%		22,166	25 Feb 2022	Direct	F1
transaction	URBN	Common Shares	Tax liability	$110,725	-4,130	-19%	$26.81	18,036	25 Feb 2022	Direct
transaction	URBN	Common Shares	Options Exercise		+13,333	+74%		31,369	28 Feb 2022	Direct	F1
transaction	URBN	Common Shares	Tax liability	$127,096	-4,620	-15%	$27.51	26,749	28 Feb 2022	Direct
transaction	URBN	Common Shares	Options Exercise		+13,334	+50%		40,083	28 Feb 2022	Direct	F1
transaction	URBN	Common Shares	Tax liability	$113,424	-4,123	-10%	$27.51	35,960	28 Feb 2022	Direct
holding	URBN	Common Shares						531	25 Feb 2022	By Profit Sharing Fund (401(k) Plan)

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	URBN	Performance Based Restricted Stock Unit	Options Exercise	$0	-13,333	-33%	$0.000000	26,667	25 Feb 2022	Common Shares	13,333		Direct	F1, F2
transaction	URBN	Performance Based Restricted Stock Unit	Options Exercise	$0	-13,333	-50%	$0.000000	13,334	28 Feb 2022	Common Shares	13,333		Direct	F1, F3
transaction	URBN	Performance Based Restricted Stock Unit	Options Exercise	$0	-13,334	-100%	$0.000000^*	0	28 Feb 2022	Common Shares	13,334		Direct	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares.
F2	One-third of the total number of PSUs are eligible to vest on each of February 25, 2022, 2023 and 2024, 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 2021, 2022, 2023 and 2024.
F3	One-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.
F4	One-third of the total number of PSUs are eligible to vest on each of February 27, 2020, 2021 and 2022, 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 2019, 2020, 2021 and 2022; 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.