Sec Form 13D Filing - HAYNE RICHARD A filing for URBAN OUTFITTERS INC (URBN) - 2020-02-14

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 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).

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.

Richard A. Hayne

5000 South Broad Street

Philadelphia, Pennsylvania 19112

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.

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.

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).

19.9% (based on 97,976,815 Common Shares outstanding as of January 31, 2020, as provided by the issuer)

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

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.

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.

None.

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.