FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HAYNE RICHARD A

2. Issuer Name and Ticker or Trading Symbol

URBAN OUTFITTERS INC [URBN]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO and President

(Last)          (First)          (Middle)

5000 SOUTH BROAD STREET

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
1/31/2015 
(Street)

PHILADELPHIA, PA 19112

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form Filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Shares         (1)       22676064   (2) D    
Common Shares   2/18/2014     G   (3) 2404990   D $0.00   0   I   (4) By Richard A. Hayne GRAT #2  
Common Shares         (1) (5)       23626   I   (4) By Profit Sharing Fund (401(k) Plan)  
Common Shares         (1)       157233   I   (6) By Richard and Margaret Hayne 2012 Trust  
Common Shares         (1)       138223   I   (7) By David A. Hayne 2012 Trust  
Common Shares         (1)       127350   I   (8) By Jessica M. Hayne 2012 Trust  
Common Shares         (1)       62440   I   (4) By Hayne Foundation  
Common Shares         (1)       1066184   I   (9) By Spouse  
Common Shares         (1) (5)       11369   I   (10) By spouse through Profit Sharing Fund (401(k) Plan)  
Common Shares   2/28/2014     G   (11) 979   D $0.00   0   I   (10) By spouse as UGMA custodian for son  
Common Shares   2/18/2014     G   1122410   A $0.00   2490488   I   (10) By spouse as Trustee  
Common Shares   2/18/2014     G   1122410   A $0.00   2490488   I   (10) By spouse as Trustee  
Common Shares   2/18/2014     G   53390   A $0.00   53390   I   (10) By spouse as Trustee  
Common Shares   2/18/2014     G   53390   A $0.00   53390   I   (10) By spouse as Trustee  
Common Shares   2/18/2014     G   53390   A $0.00   53390   I   (10) By spouse as Trustee  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Based Restricted Stock Unit   (12)                   (14)   (14) Common Shares   60000     60000   I   By spouse  

Explanation of Responses:
( 1)  Report of fiscal year-end holdings only.
( 2)  This amount includes 3,389,526 shares transferred to Richard A. Hayne upon termination of the Richard A. Hayne GRAT #2 (the "GRAT").
( 3)  Upon termination of the GRAT, 2,404,990 shares of the 5,794,516 shares held by the GRAT were transferred to trusts for the benefit of the reporting persons' children and the remaining 3,389,526 shares were transferred to Richard A. Hayne.
( 4)  These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Margaret Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 5)  This line item reports the balance of shares in the Profit Sharing Trust after covering certain administrative costs of the Trustee as of the plan statement date of January 31, 2015.
( 6)  These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Both reporting persons disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 7)  Richard A. Hayne is a trustee of the David A. Hayne 2012 Trust, of which members of his immediate family are among the beneficiaries. Mr. Hayne disclaims beneficial ownership of the issuer's common shares held by the trust, except to the extent of his pecuniary interest therein.
( 8)  Richard A. Hayne is a special trustee of the Jessica M. Hayne 2012 Trust, of which members of his immediate family are among the beneficiaries. Mr. Hayne disclaims beneficial ownership of the issuer's common shares held by the trust, except to the extent of his pecuniary interest therein.
( 9)  These shares are owned indirectly by Richard A. Hayne and directly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 10)  These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 11)  These shares were transferred by spouse as UGMA custodian to son when he reached the age of majority.
( 12)  The footnote disclosure regarding the grant of Performance Based Restricted Stock Units ("PSUs") differs from the disclosure in Margaret Hayne's Form 4 filed on August 29, 2013 due to a typographical error in the prior filing.
( 13)  Each PSU represents a contingent right to receive one of the issuer's common shares.
( 14)  The PSUs are eligible to vest on August 27, 2018, contingent on the continued employment of the reporting person through such date and the satisfaction of certain performance measures relating to the issuer's compounded annual growth rate for operating profit for the fiscal years 2015, 2016, 2017 and 2018, as well as on the average closing price of the issuer's common shares being greater than the grant date price; provided, however, that the number of PSUs that vest is limited to the number of PSUs multiplied by three times the fair market value of the issuer's common shares on the grant date, divided by the fair market value of the issuer's common shares on the day before the applicable vesting date. This limitation caps the fair market value of the award at three times the fair market value of the award on the grant date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HAYNE RICHARD A
5000 SOUTH BROAD STREET
PHILADELPHIA, PA 19112
X X CEO and President
Hayne Margaret
5000 SOUTH BROAD STREET
PHILADELPHIA, PA 19112
X
President, Free People

Signatures
/s/ Richard A. Hayne 3/17/2015
** 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 control number.
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