Statement of Ownership (sc 13g)
28 March 2017 - 8:10AM
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Urban
Outfitters, Inc.
(Name of Issuer)
Common Shares
(Title of
Class of Securities)
917047102
(CUSIP Number)
December 31, 2016
(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)
☒ Rule
13d-1(d)
*
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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.
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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
Harry S. Cherken,
Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
890,033
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6
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SHARED VOTING POWER
4,980,976
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7
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SOLE DISPOSITIVE POWER
732,800
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8
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SHARED DISPOSITIVE POWER
5,138,209
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,871,009
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
5.0% (based on 116,233,781 common shares outstanding as of January 31,
2017, as provided by the issuer, plus 160,000 common shares subject to presently exercisable options)
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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
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Item 1.
Urban Outfitters, Inc.
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(b)
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Address of Issuers Principal Executive Offices.
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5000 South Broad Street
Philadelphia, Pennsylvania 19112
Item 2.
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(a)
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Name of Person Filing.
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Harry S. Cherken, Jr.
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(b)
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Address of Principal Business Office or, if none, Residence.
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5000 South Broad Street
Philadelphia, Pennsylvania 19112
United States
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(d)
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Title of Class of Securities.
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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)
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Amount Beneficially Owned.
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5,871,009
5.0% (based on 116,233,781 common shares outstanding as of January 31,
2017, as provided by the issuer, plus 160,000 common shares subject to presently exercisable options)
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 890,033
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(ii)
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shared power to vote or to direct the vote: 4,980,976
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(iii)
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sole power to dispose or to direct the disposition of: 732,800
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(iv)
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shared power to dispose or to direct the disposition of: 5,138,209
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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.
54,788 common shares being reported as beneficially owned by the
Reporting Person are held in two trusts, of which members of the Reporting Persons immediate family are among the beneficiaries. 5,138,209 common shares being reported as beneficially owned by the Reporting Person are held in three other
trusts, of which the Reporting Person is
co-trustee.
None of such trusts hold more than five percent of the issuers common shares.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
Item 8. Identification and
Classification of Members of the Group.
Not applicable.
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CUSIP NO. 917047102
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13G
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Page 5 of 5 Pages
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Item 9. Notice of Dissolution of Group.
Not
applicable.
Item 10. Certifications.
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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March 27, 2017
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/s/ Harry S. Cherken, Jr.
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Harry S. Cherken, Jr.
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