Richard A. Hayne - Jan 31, 2023 Form 5 Insider Report for URBAN OUTFITTERS INC (URBN)

Role
CEO, Director, 10%+ Owner
Signature
/s/ Richard A. Hayne /s/ Margaret Hayne
Stock symbol
URBN
Transactions as of
Jan 31, 2023
Transactions value $
$0
Form type
5
Date filed
3/16/2023, 05:08 PM
Previous filing
Mar 17, 2022
Next filing
Nov 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction URBN Common Shares Gift $0 +1.34M +7.86% $0.00 18.4M Jul 28, 2022 Direct
transaction URBN Common Shares Gift $0 -375 -0.01% $0.00 5.05M Sep 12, 2022 By spouse as Trustee F6, F7
transaction URBN Common Shares Gift $0 -375 -0.01% $0.00 5.05M Sep 12, 2022 By spouse as Trustee F6, F7
holding URBN Common Shares 23.5K Jan 31, 2023 By Profit Sharing Fund (401(k) Plan) F1, F2, F3
holding URBN Common Shares 266K Jan 31, 2023 By Trust F1, F4
holding URBN Common Shares 35.1K Jan 31, 2023 By Hayne Foundation F1, F3
holding URBN Common Shares 1.09M Jan 31, 2023 By Spouse F1, F5
holding URBN Common Shares 11.3K Jan 31, 2023 By spouse through Profit Sharing Fund (401(k) Plan) F1, F2, F6

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
holding URBN Performance Based Restricted Stock Unit 20K Jan 31, 2023 Common Shares 20K By spouse F1, F8, F9
holding URBN Performance Based Restricted Stock Unit 25K Jan 31, 2023 Common Shares 25K By spouse F1, F8, F10
holding URBN Restricted Based Restricted Stock Unit 25K Jan 31, 2023 Common Shares 25K By spouse F1, F11, F12
holding URBN Performance Based Restricted Stock Unit 32.5K Jan 31, 2023 Common Shares 32.5K By spouse F1, F8, F13
holding URBN Restricted Based Restricted Stock Unit 32.5K Jan 31, 2023 Common Shares 32.5K By spouse F1, F11, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Report of fiscal year-end holdings only.
F2 This line item reports the balance of shares in the Profit Sharing Trust after covering certain administrative costs of the Trustee as of the plan statement date of January 31, 2023.
F3 These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Margaret Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
F4 These shares are held by two trusts, of which members of Richard A. Hayne's immediate family are among the beneficiaries. Mr. Hayne serves as trustee of each trust and disclaims beneficial ownership of the issuer's common shares held by the trusts, except to the extent of his pecuniary interest therein.
F5 These shares are owned indirectly by Richard A. Hayne and directly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
F6 These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
F7 These shares are owned by four trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.
F8 Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares.
F9 One-third of the total number of PSUs granted 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.
F10 One-third of the total number of PSUs granted are eligible to vest on each of April 12, 2023, 2024 and 2025, 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 2022, 2023, 2024, and 2025.
F11 Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares.
F12 One-third of the total number of RSUs granted are eligible to vest on each of April 12, 2023, 2024 and 2025, contingent on the continued employment of the reporting person through such date.
F13 One-third of the total number of PSUs granted are eligible to vest on each of March 8, 2024, 2025 and 2026, 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 2024, 2025 and 2026.
F14 One-third of the total number of RSUs granted are eligible to vest on each of March 8, 2024, 2025 and 2026, contingent on the continued employment of the reporting person through such date.