UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*

American Eagle Outfitters, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)
2553E106
(CUSIP Number)
Elizabeth C. Walsh, Esq., Proskauer Rose LLP, 1001 Pennsylvania Avenue, NW, Suite 400
South, Washington, DC 20004
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2012
(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)
x 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 on 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)

 

 
Page 2 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ann Deshe	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    4,480,056 (1)	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    3,940,779 (2)	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    485,921 (3)	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    8,821,331 (4)	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    4.45% (5)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    IN	
 
(1)	Includes 27,000 shares held individually as well as dispositive power, as trustee or co-trustee, over (i) 6,300 shares held by the Ann Deshe Descendants Trust, (ii)52,125 shares held by the Deshe Family Foundation (the reporting person also has dispositive power over such shares), (iii) 1,106,868 held by the Daniel Matthew Deshe 1987 Subchapter S Trust, (iv) 1,095,921 shares held by the Dara Lauren Deshe 1985 Subchapter S Trust, (v) 1,095,921 shares held by the David Scott Deshe 1983 Subchapter S Trust and (vi) 1,095,921 shares held by the Elie Michael Deshe 1983 Subchapter S Trust. Ann Deshe has voting power over such shares held individually and by the Deshe Family Foundation, as well as, as trustee, over the aforementioned shares held in trust (pursuant to the terms of such trusts, Ari Deshe has dispositive power over such shares and all other shares held in such trusts); however, the remainder of the shares held by Ann Deshe are subject to an irrevocable proxy to vote in favor of Jay L. Schottenstein granted pursuant to the terms of that certain Voting and Stockholders Agreement, by and among Jay L. Schottenstein, Ann S. Deshe, Susan S. Diamond and the additional parties named therein, dated as of September 16, 2011 (the “ Voting Agreement ”). The shares held by the trusts are also subject to contractual limitations on resale pursuant to the terms of the Voting Agreement.	
(2)	Includes 27,000 shares held individually as well as dispositive power, as trustee or co-trustee, over (i) 52,125 shares held by the Deshe Family Foundation, (ii) 3,096,331 shares held by the Susan Diamond 1987 Irrevocable Trust, (iii) 56,747 shares held by the Jillian Leigh Diamond 1987 Subchapter S Trust, (iv) 351,138 shares held by the Jerome Schottenstein 2001 Subchapter S Trust No. 8, (v) 351,138 shares held by the Jerome Schottenstein 2001 Subchapter S Trust No. 9 and (vi) 6,300 shares held by the Ann Deshe Descendents Trust. The shares held by the trusts, other than those in the Ann Deshe Descendents Trust, are also subject to contractual limitations on resale pursuant to the terms of the Voting Agreement.	
(3)	Includes dispositive power, as trustee or co-trustee, over 13,302 shares held by the Ann Schottenstein Deshe 1983 Subchapter S Trust and 472,619 shares held by the Susan Schottenstein 1983 Subchapter S Trust. The shares are also subject to contractual limitations on resale pursuant to the terms of the Voting Agreement.	
(4)	The shares in notes 1, 2, and 3 above.	
(5)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “ SEC ”) on November 29, 2012.	

 
Page 3 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ari Deshe	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    215,000	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    4,609,631 (1)	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    0	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    4,609,631 (1)	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    2.33% (2)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    IN	
 
(1)	Includes 215,000 shares held individually as well as dispositive power, as trustee or co-trustee, over (i) 1,106,868 held by the Daniel Matthew Deshe 1987 Subchapter S Trust, (ii) 1,095,921 shares held by the Dara Lauren Deshe 1985 Subchapter S Trust, (iii) 1,095,921 shares held by the David Scott Deshe 1983 Subchapter S Trust and (iv) 1,095,921 shares held by the Elie Michael Deshe 1983 Subchapter S Trust. Ari Deshe has voting power over such shares held individually, however, the remainder of such are subject to an irrevocable proxy to vote in favor of Jay L. Schottenstein granted pursuant to the terms of the Voting Agreement. The shares are also subject to contractual limitations on resale pursuant to the terms of the Voting Agreement.	
(2)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 4 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
The Ann S. Deshe Descendents Trust (1) 	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    6,300	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    6,300	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    0	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    6,300	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0% (2)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    00	
 
(1)	Ann Deshe is trustee.	
(2)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 5 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ann Schottenstein Deshe 1983 Subchapter S Trust (1) 	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    0	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    0	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    13,302 (2)	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     13,302 (2)	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.01% (3)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    00	
 
(1)	Ann Deshe and Susan Diamond are co-trustees.	
(2)	As co-trustees, Ann Deshe and Susan Diamond have shared dispositive power over the shares held by the Ann Schottenstein Deshe 1983 Subchapter S Trust; however, such shares are subject to an irrevocable proxy to vote in favor of Jay L. Schottenstein granted pursuant to the terms of the Voting Agreement. The shares are also subject to contractual limitations on resale pursuant to the terms of the Voting Agreement.	
(3)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 6 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Daniel Matthew Deshe 1987 Subchapter S Trust (1) 	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    1,106,868 (2)	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    0	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    1,106,868 (2)	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    1,106,868 (2)	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.56% (3)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    00	
 
(1)	Ari Deshe is trustee.	
(2)	As trustee, Ari Deshe has dispositive power over the shares held by the Daniel Matthew Deshe 1987 Subchapter S Trust. Pursuant to the terms of such trust, Ann Deshe has voting power over 1,106,868 of such shares; however, the remainder such shares are subject to an irrevocable proxy to vote in favor of Jay L. Schottenstein granted pursuant to the terms of the Voting Agreement. The shares are also subject to contractual limitations on resale pursuant to the terms of the Voting Agreement.	
(3)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 7 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Dara Lauren Deshe 1985 Subchapter S Trust (1) 	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    1,095,921 (2)	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    0	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    1,095,921 (2)	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    1,095,921 (2)	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.55% (3)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    00	
 
(1)	Ari Deshe is trustee.	
(2)	As trustee, Ari Deshe has dispositive power over the shares held by the Dara Lauren Deshe 1985 Subchapter S Trust. Pursuant to the terms of such trust, Ann Deshe has voting power over 1,095,921 of such shares; however, the remainder such shares are subject to an irrevocable proxy to vote in favor of Jay L. Schottenstein granted pursuant to the terms of the Voting Agreement. The shares are also subject to contractual limitations on resale pursuant to the terms of the Voting Agreement.	
(3)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 8 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
David Scott Deshe 1983 Subchapter S Trust (1) 	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    1,095,921 (2)	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    0	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    1,095,921 (2)	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    1,095,921 (2)	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.55% (3)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    00	
 
(1)	Ari Deshe is trustee.	
(2)	As trustee, Ari Deshe has dispositive power over the shares held by the David Scott Deshe 1983 Subchapter S Trust. Pursuant to the terms of such trust, Ann Deshe has voting power over 1,095,921 of such shares; however, the remainder such shares are subject to an irrevocable proxy to vote in favor of Jay L. Schottenstein granted pursuant to the terms of the Voting Agreement. The shares are also subject to contractual limitations on resale pursuant to the terms of the Voting Agreement.	
(3)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 9 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Elie Michael Deshe 1983 Subchapter S Trust (1) 	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    1,095,921 (2)	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    0	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    1,095,921 (2)	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    1,095,921 (2)	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.55% (3)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    00	
 
(1)	Ari Deshe is trustee.	
(2)	As trustee, Ari Deshe has dispositive power over the shares held by the Elie Michael Deshe 1983 Subchapter S Trust. Pursuant to the terms of the trust, Ann Deshe has voting power over 1,095,921 of such shares; however, such shares are subject to an irrevocable proxy to vote in favor of Jay L. Schottenstein granted pursuant to the terms of the Voting Agreement. The shares are also subject to contractual limitations on resale pursuant to the terms of the Voting Agreement.	
(3)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 10 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Jerome Schottenstein 2011 Subchapter S Trust No. 8 (1) 	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    0	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    351,138 (2)	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    0	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    351,138 (2)	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.2% (3)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    00	
 
(1)	Ann Deshe is trustee.	
(2)	As trustee, Ann Deshe has dispositive power over the shares held by the Jerome Schottenstein 2011 Subchapter S Trust No. 8; however, such shares are subject to an irrevocable proxy to vote in favor of Jay L. Schottenstein granted pursuant to the terms of the Voting Agreement.	
(3)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 11 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Jerome Schottenstein 2011 Subchapter S Trust No. 9 (1) 	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    0	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    351,138 (2)	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    0	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    351,138 (2)	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.2% (3)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    00	
 
(1)	Ann Deshe is trustee.	
(2)	As trustee, Ann Deshe has dispositive power over the shares held by the Jerome Schottenstein 2011 Subchapter S Trust No. 9; however, the remainder such shares are subject to an irrevocable proxy to vote in favor of Jay L. Schottenstein granted pursuant to the terms of the Voting Agreement.	
(3)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 12 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Jillian Leigh Diamond 1987 Subchapter S Trust (1) 	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    0	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    56,747 (2)	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    0	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     56,747 (2)	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.03% (3)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    00	
 
(1)	Ann Deshe is trustee.	
(2)	As trustee, Ann Deshe has dispositive power over the shares held by the Jillian Leigh Diamond 1987 Subchapter S Trust; however, such shares are subject to an irrevocable proxy to vote in favor of Jay L. Schottenstein granted pursuant to the terms of the Voting Agreement.	
(3)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 13 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Susan Schottenstein 1983 Subchapter S Trust (1) 	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    0	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
     0	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    472,619 (2)	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    472,619 (2)	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.2% (3)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    00	
 
(1)	Ann Deshe and Susan Diamond, sisters, are co-trustees.	
(2)	As co-trustees, Ann Deshe and Susan Diamond have shared dispositive power over the shares held by the Susan Schottenstein 1983 Subchapter S Trust; however, such shares are subject to an irrevocable proxy to vote in favor of Jay L. Schottenstein granted pursuant to the terms of the Voting Agreement.	
(3)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 14 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Susan Schottenstein Diamond 1987 Irrevocable Trust (1) 	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    0	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    3,096,331 (2)	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    0	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    3,096,331 (2)	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    1.6% (3)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    00	
 
(1)	Ann Deshe is trustee.	
(2)	As trustee, Ann Deshe has dispositive power over the shares held by the Susan Schottenstein Diamond 1987 Irrevocable Trust; however, such shares are subject to an irrevocable proxy to vote in favor of Jay L. Schottenstein granted pursuant to the terms of the Voting Agreement.	
(3)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 15 of 21

  1.  	 	NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Deshe Family Foundation	
  2.	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)   ¨         (b)   ¨
 	
  3.	 	SEC USE ONLY
 	
  4.	 	CITIZENSHIP OR PLACE OF ORGANIZATION
 
    United States	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	  	5.  	  	SOLE VOTING POWER
 
    52,125	
	  	6.	  	SHARED VOTING POWER
 
    0	
	  	7.	  	SOLE DISPOSITIVE POWER
 
    52,125	
	  	8.	  	SHARED DISPOSITIVE POWER
 
    0	
  9.  	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    52,125	
10.	 	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ¨
 	
11.	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
    0.0% (1)	
12.	 	TYPE OF REPORTING PERSON (see instructions)
 
    00	
 
(1)	Based on 198,027,373 common shares were outstanding at November 26, 2012, as reported in American Eagle Outfitters, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 29, 2012.	

 
Page 16 of 21

Item 1.	 	(a)	 	Name of Issuer: 	
			
	 		 	American Eagle Outfitters, Inc.	
			
	 	(b)	 	Address of Issuer’s Principal Executive Offices:	
			
	 		 	77 Hot Metal Street
Pittsburgh, PA 15203-2329	
		
Item 2.	 	(a) through (c):	
		
	 	This Amendment No. 2 to Schedule 13G is being filed by the following individuals and entities, all of which are either residents of or entities formed in the United States and having the principal address of 16047 Collins Ave., Apt. 1104, Sunny Isles Beach, FL 33060 (each, a “ Reporting Person ,” and together, the “ Reporting Persons ”):	
			
	 		 	The Ann S. Deshe Descendents Trust
Susan Schottenstein Diamond 1987 Irrevocable Trust
Ann Schottenstein Deshe 1983 Subchapter S Trust
Daniel Matthew Deshe 1987 Subchapter S Trust
Dara Lauren Deshe 1985 Subchapter S Trust
David Scott Deshe 1983 Subchapter S Trust
Elie Michael Deshe 1983 Subchapter S Trust
Jerome Schottenstein 2011 Subchapter S Trust No. 8
Jerome Schottenstein 2011 Subchapter S Trust No. 9
Jillian Leigh Diamond 1987 Subchapter S Trust
Susan Schottenstein 1983 Subchapter S Trust
Ari Deshe
Deshe Family Foundation
Ann Deshe	
			
	 	(d)	 	Title of Class of Securities	
			
	 		 	Common Stock, par value $0.01 per share.	
			
	 	(e)	 	CUSIP Number	
			
	 		 	2553E106	
		
Item 3.	 	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:	
				
	 	(a)	 	¨	 	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).	
				
	 	(b)	 	¨	 	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).	
				
	 	(c)	 	¨	 	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).	
				
	 	(d)	 	¨	 	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).	
				
	 	(e)	 	¨	 	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);	
				
	 	(f)	 	¨	 	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);	
				
	 	(g)	 	¨	 	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);	
				
	 	(h)	 	¨	 	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);	
				
	 	(i)	 	¨	 	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);	
				
	 	(j)	 	¨	 	Group, in accordance with §240.13d-1(b)(1)(ii)(J).	
Instruction . For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 
Page 17 of 21
Item 4.	Ownership.	
Reference is made as to each of the Reporting Persons hereunder to Rows 5-9 and 11 of each of the cover pages of this Amendment No.2 to Schedule 13G and associated footnotes, which are incorporated by reference herein.
 
Item 5.	Ownership of Five Percent or Less of a Class.	
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x
 
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.	
Not applicable.
 
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 acquired and are held in the ordinary course of business and 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.

 
Page 18 of 21
SIGNATURES
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.

Date: February 14, 2013	 		 	/s/ Ari Deshe	
	 		 	 	
	 		 	Ari Deshe	
			
	 		 	/s/ Ann Deshe	
	 		 	 	
	 		 	Ann Deshe	
		
Date: February 14, 2013	 	Ann Schottenstein Deshe 1983 Subchapter S Trust	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	Trustee	
			
	 	By:	 	/s/ Susan Diamond	
	 		 	 	
	 	Name:	 	Susan Diamond	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Daniel Matthew Deshe 1987 Subchapter S Trust	
			
	 	By:	 	/s/ Ari Deshe	
	 		 	 	
	 	Name:	 	Ari Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Dara Lauren Deshe 1985 Subchapter S Trust	
			
	 	By:	 	/s/ Ari Deshe	
	 		 	 	
	 	Name:	 	Ari Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	David Scott Deshe 1983 Subchapter S Trust	
			
	 	By:	 	/s/ Ari Deshe	
	 		 	 	
	 	Name:	 	Ari Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Elie Michael Deshe 1983 Subchapter S Trust	
			
	 	By:	 	/s/ Ari Deshe	
	 		 	 	
	 	Name:	 	Ari Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Jerome Schottenstein 2011 Subchapter S Trust No. 8	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	Trustee	

 
Page 19 of 21

Date: February 14, 2013	 	Jerome Schottenstein 2011 Subchapter S Trust No. 9	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Jillian Leigh Diamond 1987 Subchapter S Trust	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Susan Schottenstein 1983 Subchapter S Trust	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	Trustee	
			
	 	By:	 	/s/ Susan Diamond	
	 		 	 	
	 	Name:	 	Susan Diamond	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	The Ann S. Deshe Descendents Trust	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Susan Schottenstein Diamond 1987 Irrevocable Trust	
			
	 	By:	 	/s/ Susan Diamond	
	 		 	 	
	 	Name:	 	Susan Diamond	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Deshe Family Foundation	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	President	

 
Page 20 of 21
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of American Eagle Outfitters, Inc.
EXECUTED this 14th day of February, 2013.

			
Date: February 14, 2013	 		 	/s/ Ari Deshe	
	 		 	 	
	 		 	Ari Deshe	
			
	 		 	/s/ Ann Deshe	
	 		 	 	
	 		 	Ann Deshe	
		
Date: February 14, 2013	 	Ann Schottenstein Deshe 1983 Subchapter S Trust	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	Trustee	
			
	 	By:	 	/s/ Susan Diamond	
	 		 	 	
	 	Name:	 	Susan Diamond	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Daniel Matthew Deshe 1987 Subchapter S Trust	
			
	 	By:	 	/s/ Ari Deshe	
	 		 	 	
	 	Name:	 	Ari Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Dara Lauren Deshe 1985 Subchapter S Trust	
			
	 	By:	 	/s/ Ari Deshe	
	 		 	 	
	 	Name:	 	Ari Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	David Scott Deshe 1983 Subchapter S Trust	
			
	 	By:	 	/s/ Ari Deshe	
	 		 	 	
	 	Name:	 	Ari Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Elie Michael Deshe 1983 Subchapter S Trust	
			
	 	By:	 	/s/ Ari Deshe	
	 		 	 	
	 	Name:	 	Ari Deshe	
	 	Title:	 	Trustee	

 
Page 21 of 21

Date: February 14, 2013	 	Jerome Schottenstein 2011 Subchapter S Trust No. 8	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Jerome Schottenstein 2011 Subchapter S Trust No. 9	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Jillian Leigh Diamond 1987 Subchapter S Trust	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Susan Schottenstein 1983 Subchapter S Trust	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	Trustee	
			
	 	By:	 	/s/ Susan Diamond	
	 		 	 	
	 	Name:	 	Susan Diamond	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	The Ann S. Deshe Descendents Trust	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Susan Schottenstein Diamond 1987 Irrevocable Trust	
			
	 	By:	 	/s/ Susan Diamond	
	 		 	 	
	 	Name:	 	Susan Diamond	
	 	Title:	 	Trustee	
		
Date: February 14, 2013	 	Deshe Family Foundation	
			
	 	By:	 	/s/ Ann Deshe	
	 		 	 	
	 	Name:	 	Ann Deshe	
	 	Title:	 	President