SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

Rempell Michael R

(Last)

(First)

(Middle)

77 HOT METAL STREET

(Street)

PITTSBURGH

15203

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2009

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, COO NY Design Center

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)
Common Stock, without par value	11,304	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Unit	⁽¹⁾	03/03/2016	Common Stock, without par value	11,594	⁽²⁾	D
Stock Option - Right to Buy	⁽³⁾	02/02/2016	Common Stock, without par value	48,663	$8.93	D
Stock Option - Right to Buy	⁽³⁾	02/28/2013	Common Stock, without par value	15,450	$16.98	D
Stock Option - Right to Buy	⁽³⁾	03/05/2015	Common Stock, without par value	19,569	$21.28	D
Stock Option - Right to Buy	⁽³⁾	03/06/2014	Common Stock, without par value	13,372	$29.83	D

Explanation of Responses:

1. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant. Vesting of the restricted stock units may be accelerated upon the achievement of various performance criteria.

2. Each restricted stock unit represents a contingent right to receive one share of AEO common stock.

3. Option vests 1/3 per year beginning on the first anniversary of the date of grant.

Remarks:

EXHIBIT INDEX Exhibit 24 - Power of Attorney

	Robert J. Tannous, Attorney-in-Fact	04/08/2009
	** 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 5 (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.