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

Role: Co-President, CCO, Director
Signature: /s/ Margaret Hayne
Issuer symbol: URBN
Transactions as of: 10 Mar 2023
Net transactions value: -$135,344
Form type: 4
Filing time: 14 Apr 2023, 16:13:20 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		+8,333	+0.76%		1,108,981	12 Apr 2023	Direct	F1
transaction	URBN	Common Shares	Tax liability	$67,672	-2,577	-0.23%	$26.26	1,106,404	12 Apr 2023	Direct
transaction	URBN	Common Shares	Options Exercise		+8,333	+0.75%		1,114,737	12 Apr 2023	Direct	F2
transaction	URBN	Common Shares	Tax liability	$67,672	-2,577	-0.23%	$26.26	1,112,160	12 Apr 2023	Direct
holding	URBN	Common Shares						11,301	10 Mar 2023	By Profit Sharing Fund (401(k) Plan)
holding	URBN	Common Shares						5,046,656	10 Mar 2023	by Trust	F3
holding	URBN	Common Shares						265,573	10 Mar 2023	by Spouse as Trustee
holding	URBN	Common Shares						35,140	10 Mar 2023	by Hayne Foundation
holding	URBN	Common Shares						23,483	10 Mar 2023	by Spouse through Profit Sharing Fund (401(k) Plan)
holding	URBN	Common Shares						18,382,606	10 Mar 2023	by Spouse

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	-8,333	-33%	$0.000000	16,667	12 Apr 2023	Common Shares	8,333		Direct	F1, F4
transaction	URBN	Restricted Stock Unit	Options Exercise	$0	-8,333	-33%	$0.000000	16,667	12 Apr 2023	Common Shares	8,333		Direct	F2, F5
transaction	URBN	Performance Based Restricted Stock Unit	Award	$0	+30,601		$0.000000	30,601	10 Mar 2023	Common Shares	30,601		Direct	F1, F6
transaction	URBN	Restricted Stock Unit	Award	$0	+30,601		$0.000000	30,601	10 Mar 2023	Common Shares	30,601		Direct	F2, F7

* 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	Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares.
F3	These shares are owned by four trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.
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.