SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* Hayne Margaret (Last) (First) (Middle) 5000 S. BROAD STREET (Street) PHILADELPHIA PA 19112 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol URBAN OUTFITTERS INC [ URBN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President, Free People
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 01/31/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (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 Stock			3(1)(2)(3)				11,325	I	By Profit Sharing Fund
Common Stock			(2)				979	I	As UGMA custodian for son
Common Stock			(2)				979	I	As UGMA custodian for daughter
Common Stock			(2)				1,066,184	D
Common Stock			3(1)(2)(4)				23,534(1)	I	By spouse through Profit Sharing Fund
Common Stock	09/19/2008		G(5)	5,500	D	$0	367,940	I	By spouse through Hayne Foundation
Common Stock	09/19/2008		G(5)	5,500	D	$0	362,440	I	By spouse through Hayne Foundation
Common Stock	04/17/2008		S4	1,221,000	D	$32.0551	35,389,390(6)	I	By spouse
Common Stock	04/18/2008		S4	339,000	D	$31.963	35,050,390(6)	I	By spouse
Common Stock	09/15/2008		S4	400,774	D	$36.1269(7)	34,649,616(6)	I	By spouse
Common Stock	09/16/2008		S4	987,226	D	$35.6442(8)	33,662,390(6)	I	By spouse
Common Stock			3(2)(9)				15,000,000(6)	I	By spouse through GRAT
Common Stock			3(2)(9)				18,662,390(6)	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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 Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: 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

Explanation of Responses:

1. This line item reports the balance of shares in the Profit Sharing Trust after covering certain administrative costs of the Trustee.

2. Report of fiscal year-end holdings only.

3. The reporting person indirectly owned these shares on February 26, 2008, the date on which the reporting person became an executive officer of the issuer.

4. These shares were indirectly owned by the reporting person's spouse on February 26, 2008, the date on which the reporting person became an executive officer of the issuer. The reporting person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

5. The pre-gift total of 373,440 shares were indirectly owned by the reporting person's spouse through the Hayne Foundation on February 26, 2008, the date on which the reporting person became an executive officer of the issuer. The reporting person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

6. The reporting person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

7. The price in Column 4 is a weighted average price. The prices actually received ranged from $36.00 to $36.60. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

8. The price in Column 4 is a weighted average price. The prices actually received ranged from $35.50 to $36.33. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

9. The pre-sale total of 36,610,390 shares were directly owned by the reporting person's spouse on February 26, 2008, the date on which the reporting person became an executive officer of the issuer. During the issuer's fiscal year, the reporting person's spouse transferred 15,000,000 of these shares into a grantor retained annuity trust that the reporting person's spouse beneficially owns.

	/s/ Margaret Hayne	02/23/2009
	** 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).
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