Sec Form 5 Filing - BODZY GLEN A @ URBAN OUTFITTERS INC - 2015-01-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person BODZY GLEN A 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) Secretary and General Counsel (Last) (First) (Middle) 5000 SOUTH BROAD STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2015 (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 ) 261,474 D Common Shares ( 1 )( 2 ) 771 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 Performance Based Restricted Stock Unit ( 4 ) ( 1 ) ( 5 ) ( 5 ) Common Shares 11,672 11,672 D Performance Based Restricted Stock Unit ( 6 ) ( 4 ) ( 1 ) ( 7 ) ( 7 ) Common Shares 25,000 25,000 D Performance Based Restricted Stock Unit ( 4 ) ( 1 ) ( 8 ) ( 8 ) Common Shares 15,000 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BODZY GLEN A 5000 SOUTH BROAD STREET PHILADELPHIA, PA19112 Secretary and General Counsel Signatures /s/ Glen A. Bodzy 03/17/2015 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, 2015. ( 3 )Options vested in their entirety on January 18, 2006. ( 4 )Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares. ( 5 )One-third of the total number of PSUs are eligible to vest on each of August 16, 2014, August 16, 2015, and 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 $30.00, $32.50, and $35.00, respectively, during the six month period before the vesting date; provided, however, that on each of the three vesting dates, the number of PSUs that vest is limited to the number of PSUs multiplied by five times the fair market value ("FMV") of the issuer's common shares on the grant date, divided by the FMV of the issuer's common shares on the day before the applicable vesting date. The limitation caps the FMV of the award at five times the FMV of the award on the grant date. ( 6 )The footnote disclosure regarding the grant of PSUs differs from the disclosure in the reporting person's Form 4 filed on August 29, 2013 due to a typographical error in the prior filing. ( 7 )The PSUs are eligible to vest on August 27, 2018, 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 2015, 2016, 2017 and 2018, 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 three times the fair market value ("FMV") of the issuer's common shares on the grant date, divided by the FMV of the issuer's common shares on the day before the applicable vesting date. This limitation caps the FMV of the award at three times the FMV of the award on the grant date. ( 8 )One-third of the total number of PSUs are eligible to vest on each of August 26, 2017, 2018 and 2019, contingent on the continued employment of the reporting person through such date, the satisfaction of certain performance measures relating to the issuer's compounded annual growth rate for operating profit for the fiscal years 2016, 2017, 2018 and 2019, and the satisfaction of the requirement that the average closing price of the issuer's common shares be at least equal to the grant date price during the six month period before the applicable vesting date; provided, however, that on the three vesting dates, the number of PSUs that vest is limited to the number of PSUs multiplied by three times the fair market value ("FMV") of the issuer's common shares on the grant date, divided by the FMV of the issuer's common shares on the day before the applicable vesting date. This limitation caps the FMV of the award at three times the FMV of the award on the grant 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.