Azeez Hayne - 27 Feb 2023 Form 4 Insider Report for URBAN OUTFITTERS INC (URBN)

Role: Chief Administrative Officer
Signature: /s/ Azeez Hayne
Issuer symbol: URBN
Transactions as of: 27 Feb 2023
Net transactions value: -$359,059
Form type: 4
Filing time: 01 Mar 2023, 16:07:36 UTC
Previous filing: 15 Nov 2022
Next filing: 14 Apr 2023
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		+6,667			6,667	27 Feb 2023	Direct	F1
transaction	URBN	Common Shares	Tax liability	$59,065	-2,199	-33%	$26.86	4,468	27 Feb 2023	Direct
transaction	URBN	Common Shares	Options Exercise		+6,667	+149%		11,135	27 Feb 2023	Direct	F1
transaction	URBN	Common Shares	Tax liability	$55,385	-2,062	-19%	$26.86	9,073	27 Feb 2023	Direct
transaction	URBN	Common Shares	Sale	$244,608	-9,073	-100%	$26.96	0	28 Feb 2023	Direct	F2
holding	URBN	Common Shares						8,827	27 Feb 2023	as Trustee

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	-6,667	-50%	$0.000000	6,667	27 Feb 2023	Common Shares	6,667		Direct	F1, F3
transaction	URBN	Performance Based Restricted Stock Unit	Options Exercise	$0	-6,667	-100%	$0.000000^*	0	27 Feb 2023	Common Shares	6,667		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	The sales were effected pursuant to the terms of a 10b5-1 trading plan adopted on October 12, 2022.
F3	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.
F4	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.