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OMB
APPROVAL
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UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
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OMB
Number:
3235-0145
Expires:
February 28, 2009
Estimated
average burden hours per
response.........................................10.4
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SCHEDULE
13G
(Amendment
No. 2)
Under
the Securities Exchange Act of 1934
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Urban
Outfitters, Inc.
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(Name
of
Issuer)
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Common
Stock, US$.0001 par value
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(Title
of
Class of Securities)
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917047102
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(CUSIP
Number)
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December
31, 2007
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(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)
ý
Rule
13d-1(c)
¨
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
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).
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CUSIP
No.
917047102
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13G
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Page
2 of 10
Pages
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|
1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ziff
Asset Management,
L.P.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,122,971
|
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
10,122,971
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,122,971
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
CUSIP
No.
917047102
|
13G
|
Page
3 of 10
Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PBK
Holdings, Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,213,763
|
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
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SHARED
DISPOSITIVE POWER
10,213,763
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,213,763
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
CUSIP
No.
917047102
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13G
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Page
4 of 10
Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip
B. Korsant
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a)
o
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of
America
|
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,213,763
|
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
10,213,763
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,213,763
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
|
|
12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
CUSIP
No.
917047102
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13G
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Page
5 of 10
Pages
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ZBI
Equities, L.L.C.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
10,213,763
|
|
EACH
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED
DISPOSITIVE POWER
10,213,763
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,213,763
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
o
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
|
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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Item
1. (a) Name of
Issuer
Urban
Outfitters, Inc.
Item
1. (b) Address of
Issuer’s Principal Executive Offices
5000
South Broad Street
Philadelphia,
PA 19112
Item
2.(a) Name
of Person
Filing
This
Schedule 13G is being filed on behalf of the following persons (the “Reporting
Persons”)*:
(i)
Ziff Asset Management, L.P. (“ZAM”);
(ii)
PBK Holdings, Inc. (“PBK”);
(iii)
Philip B. Korsant; and
(iv)
ZBI Equities, L.L.C. (“ZBI”);
*
Attached as Exhibit A is a copy of an agreement among the Reporting Persons
that
this Schedule 13G is being filed on behalf of each of them.
Item
2. (b) Address of Principal
Business Office or, if None, Residence
Ziff
Asset Management, L.P.
283
Greenwich Avenue
Greenwich,
CT 06830
PBK
Holdings, Inc.
283
Greenwich Avenue
Greenwich,
CT 06830
Philip
B.
Korsant
283
Greenwich Avenue
Greenwich,
CT 06830
ZBI
Equities, L.L.C.
283
Greenwich Avenue
Greenwich,
CT 06830
Item
2. (c) Citizenship
See
Item
4 of the attached cover pages.
Item
2. (d)Title of Class of Securities
Common
Stock, $.0001 Par Value (the “Common Stock”)
Item
2. (e) CUSIP
Number
917047102
Item
3.
Not
applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c).
Item
4. Ownership
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(a)
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Amount beneficially
owned:
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See
Item
9 of the attached cover pages.
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(b)
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Percent
of class:
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See
Item
11 of the attached cover pages.
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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:
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See
Item
5 of the attached cover pages.
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(ii)
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Shared
power to vote or to direct the vote:
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See
Item
6 of the attached cover pages.
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(iii)
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Sole
power to dispose or to direct the disposition:
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See
Item
7 of the attached cover pages.
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(iv)
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Shared
power to dispose or to direct the disposition:
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See
Item
8 of the attached cover pages.
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
Partnerships
of which PBK is the general partner, including ZAM, are the owners of
record of the Common Stock reported herein. Each of PBK, Philip B.
Korsant, and ZBI may be deemed to beneficially own the Common Stock reported
herein as a result of the direct or indirect power to vote or dispose of
such
stock.
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 the Group
Not
Applicable.
Item
9. Notice of Dissolution
of Group
Not
Applicable.
Item
10.
Certification
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of
the securities and were not acquired and are not held in connection with
or as a
participant in any transaction having that purpose or effect.
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.
Dated: February
13, 2008
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ZIFF
ASSET MANAGEMENT, L.P.
By: PBK
Holdings, Inc., its general partner
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By:
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/s/
DAVID GRAY
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Name:
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David
Gray
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Title:
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Vice
President
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PBK
HOLDINGS, INC.
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By:
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/s/
DAVID GRAY
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Name:
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David
Gray
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Title:
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Vice
President
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/s/
PHILIP B.
KORSANT
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Philip
B. Korsant
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ZBI
EQUITIES, L.L.C.
By: PBK
Holdings, Inc., its sole member
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By:
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/s/
DAVID GRAY
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Name:
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David
Gray
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Title:
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Vice
President
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EXHIBIT
A
The
undersigned, Ziff Asset Management,
L.P., a Delaware limited partnership, PBK Holdings, Inc., a Delaware
corporation, Philip B. Korsant, and ZBI Equities, L.L.C., a Delaware
limited
liability company, hereby agree and acknowledge that the information
required by
this Schedule 13G, to which this Agreement is attached as an exhibit,
is filed
on behalf of each of them. The undersigned further agree that any
further amendments or supplements thereto shall also be filed on behalf
of each
of them.
Dated: February
13, 2008
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ZIFF
ASSET MANAGEMENT, L.P.
By: PBK
Holdings, Inc., its general partner
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By:
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/s/
DAVID GRAY
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Name:
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David
Gray
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Title:
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Vice
President
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PBK
HOLDINGS, INC.
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By:
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/s/
DAVID GRAY
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Name:
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David
Gray
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Title:
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Vice
President
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/s/
PHILIP
B.
KORSANT
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Philip
B. Korsant
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ZBI
EQUITIES, L.L.C.
By: PBK
Holdings, Inc., its sole member
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By:
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/s/
DAVID GRAY
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Name:
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David
Gray
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Title:
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Vice
President
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