URBAN ONE, INC. — Director's Dealing 2009

Jun 9, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE INC (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2009-06-05

Reporting Person: HUGHES CATHERINE L (Director, Chairperson and Secretary, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-06-05	Stock (restricted stock) Class D Shares	$0.38	A	300000	Acquired	2019-06-05	Class D Common Shares (300000)	Direct

Footnotes

F1: These restricted shares will vest in three equal annual installments (33 1/3 percent installments) on the anniversary of the grant dates: June 5, 2010, June 5, 2011, and June 5, 2012. Restricted stock grants to vest upon a change of control.

F2: The total represents all shares held by the reporting person across all classes of Radio One, Inc. stock, Classes A, B, C and D. The reporting person beneficially owns a total of 6,905,716 shares of Radio One, Inc. stock as follows: (1) 1,000 shares of Class A common stock held by Catherine L. Hughes, (2) 851,536 shares of Class B common stock held by the Catherine L. Hughes Revocable Trust, (3) 247,366 shares of Class C common stock held by the Catherine L. Hughes Revocable Trust U/A/D, (4) 1,124,560 shares of Class C common stock held by the Dynastic Trust U/A/D, (5) 192,142 shares of Class C common stock held by the Catherine L. Hughes Charitable Trust, (6) 1,510,669 shares of Class D common stock held by the Catherine L. Hughes Revocable Trust U/A/D, (7) 286,875 shares of Class D common stock held by the Catherine L. Hughes Charitable Trust (to be continued)

F3: (continued) (8) 1,749,464 shares of Class D common stock held by the Catherine L. Hughes Trust UA, (9) 15,605 shares of Class C common stock held through the Hughes-Liggins Co., LLC (10) 31,499 shares of Class D common stock held through the Hughes-Liggins Co., LLC, and (11) 895,000 shares of Class D common stock held by Catherine L. Hughes.