The Notice was sent to you pursuant to an Order of a U.S. Federal Court because you or someone in your family or an investment account for which you serve as custodian may have purchased or otherwise acquired Urban common stock during the period from March 12, 2013, through and including September 9, 2013 (“Class Period”).
The Notice explains the class action lawsuit, the Settlement, Class Members’ legal rights in connection with the Settlement, what benefits are available, who is eligible for them, and how to get them.
The Court in charge of the Litigation is the United States District Court for the Eastern District of Pennsylvania, and the case is known as Schwartz v. Urban Outfitters, Inc., et al., No. 13-5978.
The case has been assigned to the Honorable Mark A. Kearney. The individual representing the Class is the “Lead Plaintiff,” and the company and individuals he sued and who have now settled are called the Defendants.
If you did not receive a Notice package, you can review the Notice here.Back To Top
The Litigation is pending before the Honorable Mark A. Kearney in the United States District Court for the Eastern District of Pennsylvania (the “Court”). The initial complaint in this action was filed on October 11, 2013. At this time, the case was assigned to the Honorable Luis Felipe Restrepo.
On January 7, 2014, the Court entered an order appointing Lead Plaintiff. On March 10, 2014, Lead Plaintiff filed the operative Amended Class Action Complaint for Violations of the Federal Securities Laws (“Complaint”) alleging violations of §§10(b) and 20(a) of the Securities Exchange Act of 1934 against the Defendants.
Defendants moved to dismiss the Complaint on May 9, 2014. Lead Plaintiff filed his opposition to the motion on July 8, 2014. Defendants filed their reply brief on August 7, 2014. The Court held oral argument on the motion on September 19, 2014.
On May 4, 2015, the Court issued an Order denying Defendants’ motion to dismiss. On July 17, 2015, the Defendants answered the Complaint.
On November 16, 2015, Defendants moved for Partial Judgment on the Pleadings in their favor on all claims arising from alleged misstatements occurring after August 6, 2013. Lead Plaintiff filed his opposition to this motion on December 14, 2015, and Defendants filed their reply on December 21, 2015. While the briefing was pending, the case was reassigned to Judge C. Darnell Jones, II. On January 22, 2016, the Court issued an Order denying the motion.
On August 31, 2015, Lead Plaintiff filed his motion to certify the Class. Defendants filed their opposition to the motion on November 16, 2015. On December 14, 2015, Lead Plaintiff filed his reply in support of the motion. While the briefing was pending, the case was reassigned to Judge Mark A. Kearney. Following oral argument, on February 29, 2016, the Court issued an Order granting Lead Plaintiff’s motion for class certification. Also, on February 25, 2016, the Court issued a Scheduling Order vacating the prior schedule and setting a trial date of October 13, 2016.
Following denial of Defendants’ motion to dismiss, the parties engaged in written discovery, and exchanged documents. Lead Counsel also took the deposition of defendant Conforti as Urban’s corporate designee pursuant to Rule 30(b)(6).
In an effort to conserve judicial recovery and attempt to settle the Litigation, the parties engaged the services of Jed Melnick, Esq. of JAMS, a nationally-recognized mediator. The parties prepared detailed mediation statements and engaged in a full-day in-person mediation session with Mr. Melnick on April 15, 2016. These efforts culminated with the parties agreeing to settle the Litigation for $8,500,000, subject to the negotiation of the terms of a Stipulation of Settlement and approval by the Court.Back To Top
In a class action, one or more people called the plaintiff sues on behalf of people who have similar claims. All of the people with similar claims are referred to as a class or class members. One court resolves the issues for all class members, except for those who exclude themselves from the class.Back To Top
The Court has not decided in favor of the Defendants or of the Lead Plaintiff. Instead, both sides agreed to the Settlement to avoid the distraction, costs, and risks of further litigation, and Lead Plaintiff agreed to the Settlement in order to ensure that Class Members will receive compensation.Back To Top
WHO IS AFFECTED BY THE SETTLEMENT?
If you are a Class Member, you are subject to the Settlement unless you are excluded from the Class, as set forth in FAQ 5, or you specifically request to be excluded from the Class, in accordance with the requirements set forth in FAQ 12.
The Court directed that everyone who fits this description is a Class Member: all Persons who purchased or otherwise acquired Urban common stock during the period from March 12, 2013, through and including September 9, 2013, and held such stock until at least September 9, 2013, except those Persons and entities that are excluded.
Excluded from the Class are: Urban, its officers and directors during the Class Period, members of their immediate families and their legal representatives, heirs, successors or assigns or any entity in which Urban or an Individual Defendant has a controlling interest. Also excluded from the Class is any Class Member who timely and validly excludes themselves therefrom by submitting a request for exclusion in accordance with the requirements set forth in FAQ 12.
Please Note: Receipt of the Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement. If you are a Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Proof of Claim that is being distributed with the Notice and the required supporting documentation as set forth therein postmarked or submitted online on or before October 24, 2016.Back To Top
If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 1-844-787-6815, or you can fill out and return the Proof of Claim form enclosed with the Notice package, postmarked or submitted online on or before October 24, 2016, to see if you qualify.Back To Top
THE SETTLEMENT BENEFITS – WHAT YOU GET
The Settlement provides that, in exchange for the release of the Released Claims (defined in the Notice) and dismissal of the Litigation, Defendants have agreed to pay (or cause to be paid) $8.5 million in cash to be distributed after taxes, fees, and expenses, pro rata, to Class Members who send in a valid Proof of Claim form pursuant to the Court-approved Plan of Allocation. The Plan of Allocation is described in more detail at the end of the Notice.Back To Top
Your share of the Net Settlement Fund will depend on several things, including the total amount of claims represented by the valid Proof of Claim forms that Class Members send in, compared to the amount of your claim, all as calculated under the Plan of Allocation discussed in the Notice.Back To Top
HOW YOU GET A PAYMENT – SUBMITTING A CLAIM FORM
To be eligible to receive a payment from the Settlement, you must submit a Proof of Claim form. A Proof of Claim form is enclosed with the Notice or it may be downloaded here. Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail or submit it online so that it is postmarked or received no later than October 24, 2016.Back To Top
The Court will hold a Settlement Hearing on October 31, 2016, at 3:00 p.m., to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals. It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them. It also takes time for all the Proofs of Claim to be processed. Please be patient.Back To Top
Unless you timely and validly exclude yourself, (see FAQ 12), you are staying in the Class, and that means you cannot sue, continue to sue, or be part of any other lawsuit against Defendants or their Related Parties about the Released Claims (as defined in the Notice) in this case. It also means that all of the Court’s orders will apply to you and legally bind you. If you remain a Class Member, and if the Settlement is approved, you will give up all “Released Claims” including “Unknown Claims” (as defined in the Notice), against the “Released Persons” (as defined in the Notice).Back To Top
EXCLUDING YOURSELF FROM THE CLASS
If you do not want to participate in this Settlement, and you want to keep the right to potentially sue the Defendants and the other Released Persons, on your own, about the claims being released by the Settlement, then you must take steps to remove yourself from the Settlement. This is called excluding yourself—or is sometimes referred to as “opting out.”
To exclude yourself from the Class and the Settlement, you must send a letter by First-Class Mail stating that you “request exclusion from the Class in the Urban Outfitters Securities Litigation.” You cannot exclude yourself by telephone or e-mail. Your letter must include your purchases, acquisitions, and sales of Urban Outfitters’ common stock during the Class Period, including the dates, the number of shares of Urban Outfitters’ stock purchased, acquired, or sold, and price paid or received for each such purchase, acquisition, or sale. In addition, you must include your name, address, telephone number, and your signature. You must submit your exclusion request so that it is postmarked no later than September 16, 2016 to:
Urban Outfitters Securities Litigation
c/o Epiq Class Action & Claims Solutions, Inc.
P.O. Box 3747
Portland, OR 97208-3747
Your exclusion request must comply with these requirements in order to be valid. If you ask to be excluded, you will not get any payment from the Settlement, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit, and you may be able to sue the Defendants and the other Released Persons about the Released Claims in the future.Back To Top
No. Unless you exclude yourself, you give up any rights you may potentially have to sue the Defendants and the other Released Persons for any and all Released Claims. If you have a pending lawsuit against the Released Persons speak to your lawyer in that case immediately. You must exclude yourself from the Class in this Litigation to continue your own lawsuit. Remember, the exclusion deadline is September 16, 2016.Back To Top
No. If you exclude yourself, you should not send in a Proof of Claim to ask for any money. But you may have the right to potentially sue or be part of a different lawsuit against the Defendants and the other Released Persons.Back To Top
THE LAWYERS REPRESENTING YOU
The Court ordered that the law firm of Robbins Geller Rudman & Dowd LLP represents the Class Members, including you. These lawyers are called Lead Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense.Back To Top
Lead Counsel will apply to the Court for an award of attorneys’ fees not to exceed thirty percent (30%) of the Settlement Amount and for expenses and costs in an amount not to exceed $275,000 in connection with the Litigation, plus interest on such fees and expenses at the same rate as earned by the Settlement Fund. In addition, the Lead Plaintiff may seek up to $5,000 for his time and expenses incurred in representing the Class. Such sums as may be approved by the Court will be paid from the Settlement Fund.Back To Top
OBJECTING TO THE SETTLEMENT
If you are a Class Member, you can comment or object to the proposed Settlement, the proposed Plan of Allocation and/or Lead Counsel’s fee and expense application. You can write to the Court setting out your comment or objection. The Court will consider your views. To comment or object, you must send a signed letter saying that you wish to comment on or object to the proposed Settlement in the Urban Outfitters Securities Litigation. Include your name, address, telephone number, and your signature, identify the date(s), price(s), and number(s) of shares of Urban common stock you purchased, acquired, and sold during the Class Period, and state your comments or the reasons why you object to the proposed Settlement. Your comments or objection must be filed with the Court at the following address such that it is received no later than September 16, 2016:
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF PENNSYLVANIA
James A. Byrne U.S. Courthouse
601 Market Street
Philadelphia, PA 19106
Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Class.
Excluding yourself is telling the Court that you do not want to be paid and do not want to release any claims you think you may have against Defendants and their Related Parties. If you exclude yourself, you cannot object to the Settlement because it does not affect you.Back To Top
THE COURT’S SETTLEMENT HEARING
The Court will hold a Settlement Hearing at 3:00 p.m., on October 31, 2016, in the Courtroom of the Honorable Mark A. Kearney, at the United States District Court for the Eastern District of Pennsylvania, James A. Byrne U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106. At the hearing the Court will consider whether the Settlement and the Plan of Allocation are fair, reasonable, and adequate. If there are objections, the Court will consider them, even if you do not ask to speak at the hearing. The Court will listen to people who have asked to speak at the hearing.
The Court may also decide how much to pay to Lead Counsel and Lead Plaintiff. After the Settlement Hearing, the Court will decide whether to approve the Settlement and the Plan of Allocation.
We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Settlement Hearing without another notice being sent to Class Members.
If you want to attend the hearing, you should check with Lead Counsel or this website beforehand to be sure that the date and/or time has not changed.Back To Top
No. Lead Counsel will answer questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Class Members do not need to appear at the hearing or take any other action to indicate their approval.Back To Top
If you object to the Settlement, the Plan of Allocation, or the fee and expense application, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection (see FAQ 17) a statement saying that it is your “Notice of Intention to Appear in the Urban Outfitters Securities Litigation.”
Persons who intend to object to the Settlement, the Plan of Allocation, and/or any attorneys’ fees and expenses to be awarded to Lead Counsel or Lead Plaintiff and desire to present evidence at the Settlement Hearing must include in their written objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Hearing. Your notice of intention to appear must be received no later than September 16, 2016, and addressed to the Clerk of the Court at the address listed above in FAQ 17.
You cannot speak at the hearing if you exclude yourself from the Class.Back To Top
IF YOU DO NOTHING
If you do nothing, you will not receive any money from this Settlement. In addition, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants and their Related Parties about the Released Claims in this case.Back To Top
GETTING MORE INFORMATION
For even more detailed information concerning the matters involved in this Litigation, you can obtain answers to common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at 1-844-787-6815.
Reference is also made to the Stipulation, to the pleadings in support of the Settlement, to the Orders entered by the Court and to the other settlement related papers filed in the Litigation, which can be found on the Important Documents page, and which may be inspected at the Office of the Clerk of the United States District Court for the Eastern District of Pennsylvania, James A. Byrne U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106, during regular business hours. For a fee, all papers filed in this Litigation are available at www.pacer.gov.Back To Top