| FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act
of 1940
|
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3235-0104 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person
*
| AMERICAN EAGLE OUTFITTERS, INC. |
| 401 5TH AVE. |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
06/06/2018
|
3. Issuer Name
and
Ticker or Trading Symbol
AMERICAN EAGLE OUTFITTERS INC
[
AEO
]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| EVP & Chief Commercial Officer |
|
5. 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 Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Restricted Stock Unit
|
|
06/01/2020 |
Common Stock, without par value
|
10,375
|
(2)
|
D
|
|
|
Restricted Stock Unit
|
10/28/2018 |
10/28/2018 |
Common Stock, without par value
|
56,012
|
(2)
|
D
|
|
|
Stock Option - Right to Buy
|
|
03/08/2024 |
Common Stock, without par value
|
30,392
|
14.59
|
D
|
|
|
Stock Option - Right to Buy
|
|
03/14/2025 |
Common Stock, without par value
|
35,055
|
19.6
|
D
|
|
| Explanation of Responses: |
|
|
|
| Remarks: |
EXHIBIT INDEX
Exhibit 24 - Power of Attorney |
|
Robert J. Tannous, Attorney-in-Fact |
06/08/2018 |
|
** 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EXHIBIT 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Robert J. Tannous, Stacy Siegal, Jennifer
Stoecklein, Patricia S. Callahan, Matthew P. Navarre and Jamie
Kunchick, signing singly, as the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of American Eagle Outfitters,
Inc. (the "Company"), a Form ID, Forms 3, 4, and 5 and any other
documents necessary to facilitate the filing of reports in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form ID or Forms 3, 4, or 5, complete and execute any amendment or
amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 6th day of June, 2018.
/s/ Andrew J. McLean
___________________________________
Signature
Printed Name: Andrew J. McLean
