URBAN ONE, INC. — Director's Dealing 2011

Nov 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE, INC. (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2011-11-21

Reporting Person: Thompson Peter (CFO / EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-21	Class D Common Stock	S	33714	$1.19	Disposed	109056	Direct

Footnotes

F1: Shares sold to satisfy tax obligations for shares vesting on November 19, 2011. The tax obligation was based on 75,000 shares vesting at a price of $1.19 per share.

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) 59,056 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.