Sec Form 4 Filing - Conforti Frank @ URBAN OUTFITTERS INC - 2018-03-09

FORM 4 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 Conforti Frank 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) Chief Financial Officer (Last) (First) (Middle) 5000 SOUTH BROAD STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2018 (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 03/09/2018 S 13,788 D $ 35.4 ( 1 ) 0 D Common Shares 03/09/2018 M 50,000 A $ 28.1 50,000 D Common Shares 03/09/2018 D 39,159 ( 2 ) D $ 35.88 10,841 D Common Shares 03/09/2018 F 3,957 ( 3 ) D $ 35.88 6,884 D Common Shares 03/09/2018 M 5,200 A $ 32.8 12,084 D Common Shares 03/09/2018 D 4,810 ( 2 ) D $ 35.46 7,274 D Common Shares 03/09/2018 F 121 ( 3 ) D $ 35.46 7,153 D Common Shares 03/13/2018 S 7,153 ( 4 ) D $ 35.02 0 D Common Shares 634 ( 5 ) 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 Stock Appreciation Right $ 32.8 03/09/2018 M 5,200 09/08/2015( 6 ) 09/07/2018 Common Shares 5,200 $ 0 0 D Stock Appreication Right $ 28.1 03/09/2018 M 50,000 05/22/2017( 7 ) 05/21/2020 Common Shares 50,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Conforti Frank 5000 SOUTH BROAD STREET PHILADELPHIA, PA19112 Chief Financial Officer Signatures /s/ Frank Conforti 03/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price in Column 4 is a weighted average price. The price actually received ranged from $35.29 to $35.50. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. ( 2 )Reflects the number of common shares retained by the issuer in connection with the reporting person's exercise of a stock-settled stock appreciation right ("SAR"). ( 3 )Reflects the number of common shares retained by the issuer to satisfy tax withholding requirements in connection with the reporting person's exercise of a stock-settled SAR. ( 4 )The price in Column 4 is a weighted average price. The price actually received ranged from $35.00 to $35.04. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range. ( 5 )This information is based on a plan statement dated as of March 12, 2018. ( 6 )The SAR became fully vested on September 8, 2015. ( 7 )This SAR became fully exercisable on May 22, 2017.

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).

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