Melanie Marein-Efron Form 4 URBAN OUTFITTERS / Melanie Marein-Efron ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Marein-Efron Melanie

(Last) (First) (Middle)

C/O URBAN OUTFITTERS, INC.

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)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2022

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 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		3,500	A	(1)	3,500	D
Common Shares	02/25/2022		F		1,202	D	$26.81	2,298	D
Common Shares	02/25/2022		M		2,000	A	(1)	4,298	D
Common Shares	02/25/2022		F		610	D	$27.51	3,688	D
Common Shares	02/28/2022		M		3,000	A	(1)	6,688	D
Common Shares	02/28/2022		F		927	D	$27.51	5,761	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	02/25/2022		M			3,500	(2)	(2)	Common Shares	3,500	$0.00	7,000	D
Restricted Stock Unit	(1)	02/25/2022		M			2,000	(3)	(3)	Common Shares	2,000	$0.00	0	D
Restricted Stock Unit	(1)	02/28/2022		M			3,000	(4)	(4)	Common Shares	3,000	$0.00	3,000	D

Explanation of Responses:

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

2. One-third of the total number of RSUs 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.

3. One-third of the total number of RSUs 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.

4. One-third of the total number of RSUs 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.

Remarks:

	/s/ Melanie Marein-Efron	03/01/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.