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: LIGGINS ALFRED C (Director, CEO, 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	1000000	Acquired	2019-06-05	Class D Restricted Stock (1000000)	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 12,517,513 shares of Radio One, Inc. stock as follows: (1) 591,509 shares of Class A common stock held by Alfred C. Liggins, (2) 2,010,307 shares of Class B common stock held by the Alfred C. Liggins Revocable Trust, (3) 605,313 shares of Class C common stock held by the Alfred C. Liggins Revocable Trust U/A/D, (4) 920,456 shares of Class C common stock held by the Dynastic Trust U/A/D, (5) 2,870,614 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust, (6) 1,221,823 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust U/A/D, (to be continued)

F3: (continued) (7) 1,519,128 shares of Class D common stock held by the Alfred C. Liggins Trust UA, (8) 15,605 shares of Class C common stock held through the Hughes-Liggins Co., LLC (9) 31,499 shares of Class D common stock held through the Hughes-Liggins Co., LLC, and (10) 2,731,259 shares of Class D common stock held by Alfred C. Liggins.