Amended Statement of Ownership (sc 13g/a)
February 12 2016 - 4:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §240. 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240. 13d-2
(Amendment No. 22)*
Urban
Outfitters, Inc.
(Name of Issuer)
Common Shares
(Title of
Class of Securities)
917047102
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. |
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).
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CUSIP NO. 917047102 |
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13G |
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Page
2
of 5 Pages |
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1 |
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NAME OF
REPORTING PERSON Richard A. Hayne |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION United States |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5 |
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SOLE VOTING POWER
18,046,310 |
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6 |
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SHARED VOTING POWER
23,598 (represents Reporting Persons shares held in the Urban Outfitters, Inc.
401(k) Plan as of January 31, 2016) |
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7 |
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SOLE DISPOSITIVE POWER
18,069,908 |
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8 |
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SHARED DISPOSITIVE POWER
0 |
9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,069,908 |
10 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (see instructions) x
Row 9 excludes 6,218,686 shares owned by Reporting Persons spouse of which the Reporting Person disclaims beneficial ownership. |
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 15.4% (based on 117,321,204 Common Shares outstanding as of January 31,
2016, as provided by the issuer) |
12 |
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TYPE OF REPORTING PERSON (see
instructions) IN |
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CUSIP NO. 917047102 |
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13G |
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Page
3
of 5 Pages |
Urban Outfitters, Inc.
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(b) |
Address of Issuers Principal Executive Offices. |
5000 South Broad Street
Philadelphia, Pennsylvania 19112
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(a) |
Name of Person Filing. |
Richard A. Hayne
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(b) |
Address of Principal Business Office or, if none, Residence. |
5000 South Broad
Street
Philadelphia, Pennsylvania 19112
United States
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(d) |
Title of Class of Securities. |
Common Shares
917047102
Item 3. |
If this statement is filed pursuant to §240. 13d-1(b), or §240. 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
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CUSIP NO. 917047102 |
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13G |
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Page
4
of 5 Pages |
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(a) |
Amount Beneficially Owned. |
18,069,908 Common Shares (Excludes 6,218,686 shares owned by the
Reporting Persons spouse of which the Reporting Person disclaims beneficial ownership).
15.4% (based on 117,321,204 Common Shares outstanding as of January 31,
2016, as provided by the issuer)
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(c) |
Number of shares as to which such person has: |
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(i) |
sole power to vote or to direct the vote: 18,046,310 |
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(ii) |
shared power to vote or to direct the vote: 23,598 (represents Reporting Persons shares held in the Urban Outfitters, Inc. 401(k) Plan as of January 31, 2016) |
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(iii) |
sole power to dispose or to direct the disposition of: 18,069,908 |
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(iv) |
shared power to dispose or to direct the disposition of: 0 |
Item 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
62,440 shares being reported
as beneficially owned by the Reporting Person are held by The Hayne Foundation, which has the right to receive dividends from, and the proceeds from the sale of, such shares.
157,233 shares being reported as beneficially owned by the Reporting Person are held by the Richard and Margaret Hayne 2012 Trust, of which
members of the Reporting Persons immediate family are among the beneficiaries.
138,223 shares being reported as beneficially owned
by the Reporting Person are held by the David A. Hayne 2012 Trust, of which members of the Reporting Persons immediate family are among the beneficiaries.
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CUSIP NO. 917047102 |
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13G |
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Page
5
of 5 Pages |
127,350 shares being reported as beneficially owned by the Reporting Person are held by the Jessica M. Hayne 2012 Trust, of which members of
the Reporting Persons immediate family are among the beneficiaries.
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
Item 8. |
Identification and Classification of Members of the Group. |
Not applicable.
Item 9. |
Notice of Dissolution of Group. |
Not applicable.
Not applicable.
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.
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February 12, 2016 |
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/s/ Richard A. Hayne |
Richard A. Hayne |
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