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* HAYNE RICHARD A (Last) (First) (Middle) C/O 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) X Director X 10% Owner X Officer (give title below) Other (specify below) CEO
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 01/31/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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 Shares	07/28/2022		G	1,339,636	A	$0.00	18,382,606	D
Common Shares			(1)(2)				23,483	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares			(1)				265,573	I(4)	By Trust
Common Shares			(1)				35,140	I(3)	By Hayne Foundation
Common Shares			(1)				1,093,759	I(5)	By Spouse
Common Shares			(1)(2)				11,301	I(6)	By spouse through Profit Sharing Fund (401(k) Plan)
Common Shares	09/12/2022		G	375	D	$0.00	5,047,031	I(6)(7)	By spouse as Trustee
Common Shares	09/12/2022		G	375	D	$0.00	5,046,656	I(6)(7)	By spouse as Trustee

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
Performance Based Restricted Stock Unit	(8)			(1)			(9)	(9)	Common Shares	20,000		20,000	I	By spouse
Performance Based Restricted Stock Unit	(8)			(1)			(10)	(10)	Common Shares	25,000		25,000	I	By spouse
Restricted Based Restricted Stock Unit	(11)			(1)			(12)	(12)	Common Shares	25,000		25,000	I	By spouse
Performance Based Restricted Stock Unit	(8)			(1)			(13)	(13)	Common Shares	32,500		32,500	I	By spouse
Restricted Based Restricted Stock Unit	(11)			(1)			(14)	(14)	Common Shares	32,500		32,500	I	By spouse

1. Name and Address of Reporting Person* HAYNE RICHARD A (Last) (First) (Middle) C/O 5000 SOUTH BROAD STREET (Street) PHILADELPHIA PA 19112 (City) (State) (Zip)

1. Name and Address of Reporting Person* Hayne Margaret (Last) (First) (Middle) 5000 SOUTH BROAD STREET (Street) PHILADELPHIA PA 19112 (City) (State) (Zip)

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, 2023.

3. These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Margaret Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

4. These shares are held by two trusts, of which members of Richard A. Hayne's immediate family are among the beneficiaries. Mr. Hayne serves as trustee of each trust and disclaims beneficial ownership of the issuer's common shares held by the trusts, except to the extent of his pecuniary interest therein.

5. These shares are owned indirectly by Richard A. Hayne and directly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

6. These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

7. These shares are owned by four trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

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

9. One-third of the total number of PSUs granted 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.

10. One-third of the total number of PSUs granted are eligible to vest on each of April 12, 2023, 2024 and 2025, 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 2022, 2023, 2024, and 2025.

11. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares.

12. One-third of the total number of RSUs granted are eligible to vest on each of April 12, 2023, 2024 and 2025, contingent on the continued employment of the reporting person through such date.

13. One-third of the total number of PSUs granted are eligible to vest on each of March 8, 2024, 2025 and 2026, 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 2024, 2025 and 2026.

14. One-third of the total number of RSUs granted are eligible to vest on each of March 8, 2024, 2025 and 2026, contingent on the continued employment of the reporting person through such date.

Remarks:

	/s/ Richard A. Hayne /s/ Margaret Hayne	03/16/2023
	** 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).
** 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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