Sec Form 5 Filing - McDevitt Wendy B. @ URBAN OUTFITTERS INC - 2014-01-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McDevitt Wendy B. 2. Issuer Name and Ticker or Trading Symbol URBAN OUTFITTERS INC [ URBN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Terrain (Last) (First) (Middle) 5000 SOUTH BROAD STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2014 (Street) PHILADELPHIA, PA19112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 8,200 D Common Shares ( 1 )( 2 ) 5,281 I By Profit Sharing Fund (401(k) Plan)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Options - right to buy $ 31.11 ( 1 ) 01/18/2006( 3 ) 11/17/2015 Common Shares 80,000 80,000 D Employee Stock Options - right to buy $ 37.51 ( 1 ) 08/19/2009( 4 ) 08/18/2015 Common Shares 35,000 35,000 D Employee Stock Options - right to buy $ 31.77 ( 1 ) 08/26/2010( 5 ) 08/25/2016 Common Shares 25,000 25,000 D Stock Appreciation Right $ 32.8 ( 6 ) ( 1 ) 09/08/2013( 7 ) 09/07/2018 Common Shares 29,700 29,700 D Performance Based Restricted Stock Unit ( 8 ) ( 1 ) ( 9 ) ( 9 ) Common Shares 32,400 32,400 D Performance Based Restricted Stock Unit ( 8 ) ( 1 ) ( 10 ) ( 10 ) Common Shares 65,000 65,000 D Performance Based Restricted Stock Unit ( 12 ) ( 8 ) ( 1 ) ( 11 ) ( 11 ) Common Shares 15,000 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McDevitt Wendy B. 5000 SOUTH BROAD STREET PHILADELPHIA, PA19112 President, Terrain Signatures /s/ Wendy B. McDevitt 03/17/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Report of fiscal year-end holdings only. ( 2 )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, 2014. ( 3 )Options vested in their entirety on January 18, 2006. ( 4 )Vesting 20% per year over a five year period beginning one year from August 19, 2008, the date of grant. ( 5 )Vesting 20% per year over a five year period beginning one year from August 26, 2009, the date of grant. ( 6 )The Stock Appreciation Right ("SAR") entitles the reporting person, upon exercise, to the number of common shares with a fair market value on the exercise date equal to: (i) the excess of the fair market value of a common share on the exercise date over the base price of $32.80, times (ii) the number of SAR shares exercised. ( 7 )The SAR vests 50% on September 8, 2013, an additional 25% on September 8, 2014 and the remaining 25% on September 8, 2015. ( 8 )Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares. ( 9 )The PSUs are eligible to vest on April 1, 2015, contingent on the continued employment of the reporting person through such date and the satisfaction of certain performance measures relating to the issuer's compounded annual growth rate for operating profit for the fiscal years 2012, 2013, 2014, and 2015, as well as the average closing price of the issuer's common shares during fiscal year 2015. ( 10 )The PSUs are eligible to vest on August 16, 2016, contingent on the continued employment of the reporting person through such date and the satisfaction of the requirement that the average closing price of the issuer's common shares be at least $35.00 during the six month period before the vesting date; provided, however, that the number of PSUs that vest is limited to the number of PSUs multiplied by five times the fair market value of the issuer's common shares on the grant date, divided by the fair market value of the issuer's common shares on the day before the applicable vesting date. This limitation caps the fair market value of the award at five times the fair market value of the award on the grant date. ( 11 )The PSUs are eligible to vest on April 1, 2015, contingent on the continued employment of the reporting person through such date and the satisfaction of certain performance measures relating to the issuer's compounded annual growth rate for operating profit for the fiscal years 2014 and 2015, as well as on the average closing price of the issuer's common shares being greater than the grant date price; provided, however, that the number of PSUs that vest is limited to the number of PSUs multiplied by five times the fair market value of the issuer's common shares on the grant date, divided by the fair market value of the issuer's common shares on the day before the applicable vesting date. This limitation caps the fair market value of the award at five times the fair market value of the award on the grant date. ( 12 )The footnote disclosure regarding the grant of PSUs differs from the disclosure reported in the reporting person's Form 5 filed on March 15, 2013 due to a typographical error in the prior filing.

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