Azeez Hayne - 10 Mar 2023 Form 4 Insider Report for URBAN OUTFITTERS INC (URBN)

Role
Chief Administrative Officer
Signature
/s/ Azeez Hayne
Issuer symbol
URBN
Transactions as of
10 Mar 2023
Net transactions value
-$612,537
Form type
4
Filing time
14 Apr 2023, 16:12:25 UTC
Previous filing
01 Mar 2023
Next filing
28 Feb 2024
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 +11,666 11,666 12 Apr 2023 Direct F1
transaction URBN Common Shares Tax liability $94,746 -3,608 -31% $26.26 8,058 12 Apr 2023 Direct
transaction URBN Common Shares Options Exercise +11,666 +145% 19,724 12 Apr 2023 Direct F2
transaction URBN Common Shares Tax liability $94,746 -3,608 -18% $26.26 16,116 12 Apr 2023 Direct
transaction URBN Common Shares Sale $423,045 -16,116 -100% $26.25 0 13 Apr 2023 Direct F3
holding URBN Common Shares 8,827 10 Mar 2023 by Trust

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 -11,666 -33% $0.000000 23,334 12 Apr 2023 Common Shares 11,666 Direct F1, F4
transaction URBN Restricted Stock Unit Options Exercise $0 -11,666 -33% $0.000000 23,334 12 Apr 2023 Common Shares 11,666 Direct F2, F5
transaction URBN Performance Based Restricted Stock Unit Award $0 +12,982 $0.000000 12,982 10 Mar 2023 Common Shares 12,982 Direct F1, F6
transaction URBN Restricted Stock Unit Award $0 +12,982 $0.000000 12,982 10 Mar 2023 Common Shares 12,982 Direct F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares.
F3 The sales were effected pursuant to the terms of a 10b5-1 trading plan adopted on October 12, 2022.
F4 One-third of the total number of PSUs 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.
F5 One-third of the total number of RSUs 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.
F6 One-third of the total number of PSUs are eligible to vest on March 6, 2025, March 5, 2026 and March 4, 2027, contingent on the continued employment of the reporting person through such date and the satisfaction of certain performance measures relating to the issuer's operating profit margin for the fiscal years 2025, 2026 and 2027.
F7 One-third of the total number of RSUs are eligible to vest on March 6, 2025, March 5, 2026 and March 4, 2027, contingent on the continued employment of the reporting person through such date.