Amendment No. 12 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nu77DQ9uOXknCFanZz0/K3AexRaoOhpjzC8oL8cN57exkb9wFxOBjpwWRvPaaSWh bsaXippJqLGqnitUkqfhxA== 0001193125-07-034174.txt : 20070216 0001193125-07-034174.hdr.sgml : 20070216 20070216170824 ACCESSION NUMBER: 0001193125-07-034174 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070216 DATE AS OF CHANGE: 20070216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAYNE RICHARD A CENTRAL INDEX KEY: 0000940569 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 2155642313 MAIL ADDRESS: STREET 1: 1809 WALNUT STREET STREET 2: C/O URBAN OUTFITTERS CITY: PHILADELPHIA STATE: PA ZIP: 19103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: URBAN OUTFITTERS INC CENTRAL INDEX KEY: 0000912615 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 232003332 STATE OF INCORPORATION: PA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43909 FILM NUMBER: 07632213 BUSINESS ADDRESS: STREET 1: 1809 WALNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155642313 MAIL ADDRESS: STREET 1: 1809 WALNUT STREET STREET 2: 1809 WALNUT STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 12 TO SCHEDULE 13G Amendment No. 12 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

Urban Outfitters, Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

917047102

(Cusip Number)

December 31, 2006

(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)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s 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.

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).


CUSIP NO. 917047102		13G		Page 2 of 5 Pages


1		NAME OF REPORTING PERSON

		Richard A. Hayne
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		48,042,742
		6 SHARED VOTING POWER

		23,640 (represents Reporting Person’s shares held in the Urban Outfitters, Inc. 401(k) Plan as of January 31, 2007)
		7 SOLE DISPOSITIVE POWER

		48,066,382
		8 SHARED DISPOSITIVE POWER

		0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		48,066,382
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

		Row 9 excludes 1,065,984 shares owned by Reporting Person’s spouse of which the Reporting Person disclaims beneficial ownership.
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

		29.1% (based on Common Shares outstanding as of January 31, 2007)
12		TYPE OF REPORTING PERSON*

		IN

*	SEE INSTRUCTION BEFORE FILLING OUT!

SCHEDULE 13-G - TO BE INCLUDED IN STATEMENTS

FILED PURSUANT TO RULE 13d-1(c)

Item 1.

(a)

Name of Issuer.

Urban Outfitters, Inc.

(b)

Address of Issuer’s Principal Executive Offices.

5000 South Broad Street

Philadelphia, Pennsylvania 19112

Item 2.

(a)

Name of Person Filing.

Richard A. Hayne

(b)

Address of Principal Business Office or, if none, Residence.

5000 South Broad Street

Philadelphia, Pennsylvania 19112

(c)

Citizenship.

United States

(d)

Title of Class of Securities.

Common Shares

(e)

CUSIP Number.

971047102

Item 3.

If this statement is filed pursuant to Rule 13d-1(b)(2), or 13d-2(c), check whether the person filing is a:

Not applicable.


Item 4.	Ownership.

	(a)	Amount Beneficially Owned. 48,066,382 Common Shares (Excludes 1,065,984 shares owned by the Reporting Person’s spouse of which the Reporting Person disclaims beneficial ownership)

	(b)	Percent of Class. 29.1% (based on Common Shares outstanding as of January 31, 2007

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 48,042,742

		(ii)	shared power to vote or to direct the vote: 23,640

		(iii)	sole power to dispose or to direct the disposition of: 48,066,382

		(iv)	shared power to dispose or to direct the disposition of: 0

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. Of the shares being reported as beneficially owned by the Reporting Person: (i) 3,492,306 shares are held by a trust of which the Reporting Person serves as co-trustee; (ii) 3,492,306 shares are held by another trust of which the Reporting Person serves as co-trustee; and (iii) 447,740 are held by The Hayne Foundation. Each of the entities described in (i), (ii) and (iii) of this Item 6 has the right to receive dividends from, and the proceeds from the sale of, such shares.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable.

Item 8.	Identification and Classification of Members of a Group. Not applicable.

Item 9.	Notice of Dissolution of Group. Not applicable.

Item 10.	Certification. Not applicable.

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 16, 2007

Date

/s/ Richard A. Hayne

Richard A. Hayne

CEO

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