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* SENK GLEN T (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) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 01/31/2009
	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)				400,000(2)	D
Common Stock			(1)(3)				5,042(3)	I	By Profit Sharing Fund Trust

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	$14.35			(1)			01/31/2005(4)	06/20/2014	Common Stock	1,600,000		1,600,000	D
Employee Stock Options - right to buy	$31.11			(1)			01/18/2006(5)	11/17/2015	Common Stock	100,000		100,000	D
Performance-Based Restricted Stock Unit	(6)(7)			(1)			(8)	(8)	Common Stock(7)	30,184		30,184	D
Performance-Based Restricted Stock Unit	(6)(7)			(1)			(9)	(9)	Common Stock(7)	30,184		30,184.123	D

Explanation of Responses:

1. Report of fiscal year-end holdings only.

2. Shares represent restricted stock granted by the issuer's Board of Directors.

3. This line item reports the balance of shares in the Profit Sharing Trust after covering certain administrative costs of the Trustee.

4. Options vested in their entirety on January 31, 2005. All common shares acquired upon exercise of these options are required to be held by the Reporting Person for one year after the date of exercise of the option, except that the Reporting Person may sell such number of shares as is required to satisfy his tax obligations resulting from such exercise.

5. Options vested 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.

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

7. The reporting person was granted a number of PSUs equal to $1,000,000 divided by the Fair Market Value of the issuer's common stock on the date of grant, totaling 30,184.123 shares. Any fractional shares will be paid in cash.

8. Vest January 31, 2010 assuming that certain performance measures relating to the issuer's operating profits and fair market value of the issuer's common stock are met. If the reporting person's employment is terminated before January 31, 2010, the PSUs are forfeited.

9. Vest January 31, 2011 assuming that certain performance measures relating to the issuer's operating profits and fair market value of the issuer's common stock are met. If the reporting person's employment is terminated before January 31, 2011, the PSUs are forfeited.

	/s/ Glen T. Senk	02/20/2009
	** 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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