URBN Urban Outfitters Inc

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.

Harry S. Cherken, Jr.

One Logan Square, Suite 2000

Philadelphia, Pennsylvania 19103

On October 3, 2019, Mr. Cherken acquired beneficial ownership of 2,130,800 Common Shares as an annuity payment from a Grantor Retained Annuity Trust to a trust of which Mr. Cherken is a trustee.

On October 17, 2019, Mr. Cherken received 37,150 Common Shares as an annuity payment from a Grantor Retained Annuity Trust of which Mr. Cherken is a beneficiary.

All such shares reported in this Item were received without consideration.

As a director of the Company, Mr. Cherken is treated as a controlling person of the Company for purposes of this Statement.

Mr. Cherken acquired beneficial ownership of the Common Shares reported in Item 3 above as trustee of a trust that received such shares as a beneficiary of a Grantor Retained Annuity Trust and as a beneficiary of a Grantor Retained Annuity Trust. Mr. Cherken 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.

8,732,932 Common Shares

8.9% (based on 97,976,815 Common Shares outstanding as of January 31, 2020, as provided by the issuer, plus 120,000 Common Shares subject to presently exercisable options)

Mr. Cherken shares power to vote or to direct the vote of, and to dispose or direct the disposition of, a portion of the shares reported in c (ii) and (iv) above with Margaret A. Hayne, whose principal occupation is Chief Creative Officer of the Company and Chief Executive Officer of the Free People Brand, and whose principal business address is 5000 South Broad Street, Philadelphia, Pennsylvania 19112. Margaret A. Hayne has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Margaret 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. Margaret A. Hayne is a citizen of the United States of America.

Mr. Cherken shares power to vote or to direct the vote of, and to dispose or direct the disposition of, a portion of the shares reported in c (ii) and (iv) with David A. Hayne, President and Chief Digital Officer of the Company and President of Nuuly, whose principal business address is 5000 South Broad Street, Philadelphia, Pennsylvania 19112. David A. Hayne has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). David 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. David A. Hayne is a citizen of the United States of America.

No contracts, arrangements, understandings, or relationships (legal or otherwise) exist between Mr. Cherken 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.