URBAN ONE, INC. — Director's Dealing 2010

Jul 6, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE, INC. (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2010-06-29

Reporting Person: Thompson Peter (CFO / EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-25	Class D Common Stock	S	25000	$1.76	Disposed	235202	Direct
2010-06-29	Class D Common Stock	S	16132	$1.34	Disposed	219070	Direct
2010-06-30	Class D Common Stock	S	12480	$1.34	Disposed	206590	Direct
2010-07-01	Class D Common Stock	S	5352	$1.23	Disposed	201238	Direct

Footnotes

F1: Shares sold to satisfy tax obligation for shares vesting on June 5, 2010 and reported as acquired on January 7, 2010. The tax obligation was based 75,000 shares (or 1/3 of the acquired amount) vesting at a price of $3.86 per share. Shares will continue to be sold over a period of time until the full amount of the tax obligation is settled. The ultimate number of shares sold to satisfy the tax obligation will depend upon the prices at which shares are sold and the number of shares sold at a given price.

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 (1) 185,202 restricted shares of Class D Common stock vesting as noted in footnote 1 above and (2) options to purchase 50,000 shares of Class D common stock.

F3: 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 (1) 176,220 restricted shares of Class D Common stock vesting as noted in footnote 1 above and (2) options to purchase 50,000 shares of Class D common stock.

F4: 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 (1) 163,740 restricted shares of Class D Common stock vesting as noted in footnote 1 above and (2) options to purchase 50,000 shares of Class D common stock.

F5: 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 (1) 158,388 restricted shares of Class D Common stock vesting as noted in footnote 1 above and (2) options to purchase 50,000 shares of Class D common stock.