UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240. 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240. 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Urban Outfitters, Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
917047102
(CUSIP Number)
October 3, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 917047102 | 13D | Page 2 of 6 Pages |
| 1 | NAME OF REPORTING PERSON
Richard A. Hayne | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
19,491,204 | ||||
| 8 | SHARED VOTING POWER
23,486 (represents Reporting Person’s Common Shares held in the Urban Outfitters, Inc. 401(k) Plan as of January 31, 2020) | |||||
| 9 | SOLE DISPOSITIVE POWER
19,376,467 | |||||
| 10 | SHARED DISPOSITIVE POWER
138,223 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,514,690 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☒
Row 11 excludes 6,185,165 Common Shares owned by Mr. Hayne’s spouse of which Mr. Hayne disclaims beneficial ownership. | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.9% (based on 97,976,815 Common Shares outstanding as of January 31, 2020, as provided by the issuer) | |||||
| 14 | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| CUSIP NO. 917047102 | 13D | Page 3 of 6 Pages |
Item 1.
This Statement relates to the Common Shares, par value $ .0001 per share (the “Common Shares”), of Urban Outfitters, Inc., a Pennsylvania corporation (the “Company”). The Company’s principal executive offices are located at 5000 Broad Street, Philadelphia, PA 19112.
Item 2.
| (a) | Name of Person Filing. |
Richard A. Hayne
| (b) | Address of Principal Business Office or, if none, Residence. |
5000 South Broad Street
Philadelphia, Pennsylvania 19112
| (c) | Richard A. Hayne (“Mr. Hayne”) serves as Chief Executive Officer and Chairman of the Board of the Company and conducts his employment at the address above. |
| (d) | Mr. Hayne has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Mr. Hayne has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws; or finding any violation with respect to such laws. |
| (f) | Mr. Hayne is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
On October 3, 2019, Mr. Hayne acquired 1,895,737 Common Shares as an annuity payment from a Grantor Retained Annuity Trust of which Mr. Hayne is a grantor. All such shares were received without consideration.
| CUSIP NO. 917047102 | 13D | Page 4 of 6 Pages |
| Item 4. | Purpose of Transaction |
As the founder, Chief Executive Officer, and a director of the Company, Mr. Hayne is treated as a controlling person of the Company for purposes of this Statement.
Mr. Hayne acquired the Common Shares reported in Item 3 above as a grantor of a Grantor Retained Annuity Trust. Mr. Hayne presently has no plans or proposals which relate to or would result in any action enumerated in subparagraphs (a) through (j) of the instructions for Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
| (a) | Amount Beneficially Owned. |
19,514,690 Common Shares (Excludes 6,185,165 Common Shares owned by the Mr. Hayne’s spouse of which Mr. Hayne disclaims beneficial ownership).
| (b) | Percent of Class. |
19.9% (based on 97,976,815 Common Shares outstanding as of January 31, 2020, as provided by the issuer)
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 19,491,204 |
| (ii) | shared power to vote or to direct the vote: 23,486 (represents Mr. Hayne’s Common Shares held in the Urban Outfitters, Inc. 401(k) Plan as of January 31, 2020) |
| (iii) | sole power to dispose or to direct the disposition of: 19,376,467 |
| (iv) | shared power to dispose or to direct the disposition of: 138,223 |
Mr. Hayne shares power to vote or to direct the vote with respect to the Common Shares noted in c(ii) above with Fidelity Management Trust Company (“Fidelity”), a Massachusetts corporation and the trustee of the Urban Outfitters, Inc. 401(K) Plan. Fidelity’s principal business address is 245 Summer Street, Boston, Massachusetts 02210.
Mr. Hayne shares power to dispose or to direct the disposition of the Common Shares noted in (c)(iv) above with Jessica A. Hayne, whose address is 715 West Gravers Lane, Philadelphia, Pennsylvania 19118. Jessica A. Hayne has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Jessica A. Hayne has not, during the last five years, been a party to a civil proceeding of a
| CUSIP NO. 917047102 | 13D | Page 5 of 6 Pages |
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws; or finding any violation with respect to such laws. Jessica A. Hayne is a citizen of the United States of America.
| (d) | 265,573 Common Shares being reported as beneficially owned by Mr. Hayne are held by two trusts, of which members of Mr. Hayne’s immediate family are among the beneficiaries. 35,140 Common Shares being reported as beneficially owned by Mr. Hayne are held by a trust, which has the right to receive dividends from, and the proceeds from the sale of, such Common Shares. None of such trusts hold more than five percent of the issuer’s Common Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
No contracts, arrangements, understandings, or relationships (legal or otherwise) exist between Mr. Hayne and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions, of profits or loss, or the giving or withholding of proxies.
| Item 7. | Material to Be Filed as Exhibits. |
None.
| CUSIP NO. 917047102 | 13D | Page 6 of 6 Pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2020 |
| /s/ Richard A. Hayne |
| Richard A. Hayne |