David Hayne Amends Urban Outfitters Ownership Disclosure

TL;DR

🚨 **Insider David Hayne filed an SC 13D/A amendment for Urban Outfitters, updating his ownership details.**

AI Summary

David Hayne filed an Amendment No. 2 to Schedule 13D/A concerning his beneficial ownership in Urban Outfitters, Inc. The filing, submitted on February 14, 2024, updates information related to an event that originally occurred on July 28, 2022. The subject company, Urban Outfitters, Inc., has a CUSIP number of 917047102 for its Common Shares.

Why It Matters

This amendment updates public information regarding a significant shareholder's stake in Urban Outfitters, providing transparency to investors about potential changes in control or influence over the company.

Risk Assessment

Risk Level: low — An SC 13D/A amendment typically updates previously disclosed beneficial ownership information and does not inherently signal high risk unless specific transaction details indicate otherwise.

Key Numbers

• 917047102 — CUSIP Number (Identifies Urban Outfitters' Common Shares)

Key Players & Entities

• David Hayne (person) — Filing Person
• Urban Outfitters, Inc. (company) — Subject Company
• 07 Trade & Services (company) — Organization Name associated with Urban Outfitters

FAQ

Filing Documents

• d726879dsc13da.htm (SC 13D/A) — 40KB
• 0001193125-24-035834.txt ( ) — 41KB

Source and Amount of Funds or Other Consideration

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.

Purpose of Transaction

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.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (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) (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. Haynes 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. CUSIP NO. 917047102 13D Page 5 of 6 Pages 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) with Harry S. Cherken, Jr., whose principal business address is One Logan Square, Suite

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 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, finders 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.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. None. CUSIP NO. 917047102 13D Page 6 of 6 Pages 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. February 14, 2024 /s/ David A. Hayne David A. Hayne

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View this SC 13D/A filing on SEC EDGAR