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: Thompson Peter (CFO / EVP)

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	225000	Acquired	2019-06-05	Class D Common Shares (225000)	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 375,000 Class D shares or options to purchase Class D shares granted and vesting as follows: (1) 75,000 restricted shares vesting in three equal annual installments (33 1/3 percent installments) on February 19, 2009 (vested), 2010 and 2011; (2) options to purchase 75,000 shares vesting in three equal annual installments (33 1/3 percent installments) on February 19, 2009 (vested), 2010 and 2011; and (3) 225,000 restricted shares vesting in three equal annual installments (33 1/3 percent installments) on June 5, 2010, 2011 and 2012.