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| CUSIP NO. 917047102 |
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13D |
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Page
4
of 6 Pages |
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby amended by adding the following paragraph following the end of the previous disclosure:
On May 23, 2022, Mr. Hayne ceased to beneficially own 15,000 Common Shares when such shares were contributed to a charitable
organization.
On July 28, 2022, Mr. Hayne ceased to beneficially own 2,051,371 Common Shares when such shares were transferred
out of a Grantor Retained Annuity Trust of which Mr. Hayne is the trustee as an annuity payment.
On July 28, 2022,
Mr. Hayne acquired beneficial ownership of 711,735 Common Shares as trustee of a trust that received such shares as a beneficiary of a Grantor Retained Annuity Trust.
On January 2, 2024, Mr. Hayne ceased to beneficially own 285 Common Shares when such shares were contributed to a charitable
organization.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended by adding the following paragraph following the end of the previous disclosure:
With respect to the Common Shares disposed of on July 28, 2022, as reported in Item 3 above, Mr. Hayne disposed of such Common Shares
when the shares were transferred out of a Grantor Retained Annuity Trust of which Mr. Hayne is trustee as an annuity payment. 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.
Item 5. Interest in Securities of the Issuer.
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(a) |
Amount Beneficially Owned and Percent of Class |
4,564,889 Common Shares, representing 4.9% of the total outstanding Common Shares (based on 92,787,522 Common Shares outstanding as of
December 31, 2023, as provided by the issuer)
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(b) |
Number of shares as to which such person has: |
(i) sole power to vote or to direct the vote: 714,021
(ii) shared power to vote or to direct the vote: 3,693,635 (5,487 represents Mr. Hayne’s Common Shares held in the
Urban Outfitters, Inc. 401(k) Plan as of December 31, 2023)
(iii) sole power to dispose or to direct the disposition
of:719,508
(iv) shared power to dispose or to direct the disposition of: 3,845,381
Mr. Hayne 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
b(ii) and (iv) above with Margaret A. Hayne, whose principal occupation is Co-President and Chief Creative Officer of the Company, 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 findings any violation with respect to such laws. Margaret A. Hayne is a citizen of the United States of America.