Sec Form 4 Filing - Conforti Frank @ URBAN OUTFITTERS INC - 2022-02-25

Insider filing report for Changes in Beneficial Ownership
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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)
Co-President & COO
(Last) (First) (Middle)
C/O 5000 SOUTH BROAD STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/25/2022
(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 02/25/2022 M 13,333 A 22,166 D
Common Shares 02/25/2022 F 4,130 D $ 26.81 18,036 D
Common Shares 02/28/2022 M 13,333 A 31,369 D
Common Shares 02/28/2022 F 4,620 D $ 27.51 26,749 D
Common Shares 02/28/2022 M 13,334 A 40,083 D
Common Shares 02/28/2022 F 4,123 D $ 27.51 35,960 D
Common Shares 531 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
Performance Based Restricted Stock Unit ( 1 ) 02/25/2022 M 13,333 ( 2 ) ( 2 ) Common Shares 13,333 $ 0 26,667 D
Performance Based Restricted Stock Unit ( 1 ) 02/28/2022 M 13,333 ( 3 ) ( 3 ) Common Shares 13,333 $ 0 13,334 D
Performance Based Restricted Stock Unit ( 1 ) 02/28/2022 M 13,334 ( 4 ) ( 4 ) Common Shares 13,334 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Conforti Frank
C/O 5000 SOUTH BROAD STREET
PHILADELPHIA, PA19112
Co-President & COO
Signatures
/s/ Frank Conforti 03/01/2022
Signature of Reporting Person Date
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 )One-third of the total number of PSUs are eligible to vest on each of February 25, 2022, 2023 and 2024, 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 2021, 2022, 2023 and 2024.
( 3 )One-third of the total number of PSUs are eligible to vest on each of February 26, 2021, 2022 and 2023, 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 2020, 2021, 2022 and 2023.
( 4 )One-third of the total number of PSUs are eligible to vest on each of February 27, 2020, 2021 and 2022, 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 2019, 2020, 2021 and 2022; 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 number of shares that may be registered under the award at three times the FMV of the award on the grant date.

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