Chief Administrative Officer Hayne Azeez sold $322,531 worth of shares (5,918 units at $54.50), sold $316,690 worth of Commons Shares (5,758 units at $55.00), converted options into 8,334 shares and covered exercise/tax liability with 2,576 shares, closing all direct ownership in the company (SEC Form 4)
$URBN
Clothing/Shoe/Accessory Stores
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a 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). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
URBAN OUTFITTERS INC [ URBN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 03/10/2025 | M | 4,167 | A | (1) | 10,085 | D | |||
| Common Shares | 03/10/2025 | F | 1,288 | D | $54.65 | 8,797 | D | |||
| Common Shares | 03/10/2025 | M | 4,167 | A | (2) | 12,964 | D | |||
| Common Shares | 03/10/2025 | F | 1,288 | D | $54.65 | 11,676 | D | |||
| Common Shares | 03/11/2025 | S | 5,918 | D | $54.5 | 5,758 | D | |||
| Commons Shares | 03/11/2025 | S | 5,758 | D | $55 | 0 | D | |||
| Common Shares | 8,827(3) | I | By Trust | |||||||
| Common Shares | 55,815(4) | I | By Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Based Restricted Stock Unit | (1) | 03/10/2025 | M | 4,167 | (5) | (5) | Common Shares | 4,167 | $0 | 4,167 | D | ||||
| Restricted Stock Unit | (2) | 03/10/2025 | M | 4,167 | (6) | (6) | Common Shares | 4,167 | $0 | 4,167 | D | ||||
| Explanation of Responses: |
| 1. Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares. |
| 2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares. |
| 3. These shares are held by a trust of which Mr. Hayne is a trustee. |
| 4. These shares are held by a trust of which Mr. Hayne is a partial residuary beneficiary. |
| 5. 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. |
| 6. 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. |
| /s/ Azeez Hayne | 03/12/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||