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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-21	Class D Common Stock	S	45261	$1.19	Disposed	6718661	Direct

Footnotes

F1: Shares sold to satisfy tax obligation for shares vesting on November 19, 2011 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 $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 6,718,661 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,

F3: (continued ) (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 (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) 707,945 shares of Class D common stock held by Catherine L. Hughes.