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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-29	Class D Common Stock	S	12250	$1.38	Disposed	6848939	Direct
2010-06-30	Class D Common Stock	S	17021	$1.34	Disposed	6831918	Direct
2010-07-01	Class D Common Stock	S	7299	$1.23	Disposed	6824619	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 on 100,000 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 6,848,939 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 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) 838,223 shares of Class D common stock held by Catherine L. Hughes.

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 6,831,918 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 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)

F5: (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) 821,202 shares of Class D common stock held by Catherine L. Hughes.

F6: 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 6,824,619 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 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)

F7: (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) 813,903 shares of Class D common stock held by Catherine L. Hughes.