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: LIGGINS ALFRED C (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-21	Class D Common Stock	S	121500	$1.19	Disposed	11752815	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 333,333 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 11,752,815 shares of Radio One, Inc. stock as follows: (1) 574,909 shares of Class A common stock held by Alfred C. Liggins, (2) 2,010,307 shares of Class B common stock held by the Alfred C. Liggins Revocable Trust, (3) 605,313 shares of Class C common stock held by the Alfred C. Liggins Revocable Trust U/A/D, (4) 920,456 shares of Class C common stock held by the Dynast Trust U/A/D, (5) 2,870,614 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust, (6) 1,221,823 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust U/A/D, (to be continued)

F3: continued) (7) 1,519,128 shares of Class D common stock held by the Alfred C. Liggins Trust UA, (8) 15,605 shares of Class C common stock held through the Hughes-Liggins Co., LLC (9) 31,499 shares of Class D common stock held through the Hughes-Liggins Co., LLC, and (10) 1,983,161 shares of Class D common stock held by Alfred C. Liggins.