SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* McDevitt Wendy B. (Last) (First) (Middle) 5000 SOUTH BROAD STREET (Street) PHILADELPHIA PA 19112 (City) (State) (Zip)	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) Global Co-Pres., Anthropologie
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 01/31/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock			(1)				8,200	D
Common Stock			(1)(2)				5,040	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options - right to buy	$2.86			(1)			04/01/2003(3)	04/01/2012	Common Stock	16,100		16,100	D
Employee Stock Options - right to buy	$4.25			(1)			06/03/2004(4)	06/03/2013	Common Stock	40,000		40,000	D
Employee Stock Options - right to buy	$14.35			(1)			01/31/2005(5)	06/20/2014	Common Stock	20,000		20,000	D
Employee Stock Options - right to buy	$31.11			(1)			01/18/2006(6)	11/17/2015	Common Stock	80,000		80,000	D
Employee Stock Options - right to buy	$37.51			(1)			08/19/2009(7)	08/18/2015	Common Stock	35,000		35,000	D
Employee Stock Options - right to buy	$31.77			(1)			08/26/2010(8)	08/25/2016	Common Stock	25,000		25,000	D
Stock Appreciation Right	$32.8(9)			(1)			09/08/2013(10)	09/07/2018	Common Stock	29,700		29,700	D
Performance Based Restricted Stock Unit	(11)			(1)			(12)	(12)	Common Stock	32,400		32,400	D

Explanation of Responses:

1. Report of fiscal year-end holdings only.

2. This line 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, 2011.

3. Vesting 20% per year over a five year period beginning one year from April 1, 2002, the date of grant.

4. Vesting 20% per year over a five year peiod beginning one year from June 3, 2003, the date of grant.

5. Vested 100% on 01/31/2005.

6. Options vest in their entirety on January 18, 2006. All common shares acquired upon exercise of these options are required to be held by the Reporting Person until 11/18/10.

7. Vesting 20% per year over a five year period beginning one year from August 19, 2008, the date of grant.

8. Vesting 20% per year over a five year period beginning one year from August 26, 2009, the date of grant.

9. The Stock Appreciation Right ("SAR") entitles the reporting person, upon exercise, to the number of shares of common stock with a fair market value on the exercise date equal to: (i) the excess of the fair market value of a share of common stock on the exercise date over the base price of $32.80, times (ii) the number of SAR shares exercised.

10. The SAR vests 50% on September 8, 2013, an additional 25% on September 8, 2014 and the remaining 25% on September 8, 2015.

11. Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of the issuer's common stock.

12. 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 stock during fiscal year 2015.

	/s/ Wendy B. McDevitt	03/14/2011
	** Signature of Reporting Person	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).
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