URBAN ONE, INC. — Director's Dealing 2013

Jun 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE, INC. (ROIAK)
CIK: 0001041657
Period of Report: 2012-11-12

Reporting Person: BlueMountain Capital Management, LLC (10% Owner)
Reporting Person: Blue Mountain Credit Alternatives Master Fund L.P. (10% Owner)
Reporting Person: Blue Mountain CA Master Fund GP, Ltd. (10% Owner)
Reporting Person: BlueMountain Long/Short Credit Master Fund L.P. (10% Owner)
Reporting Person: BlueMountain Long/Short Credit GP, LLC (10% Owner)
Reporting Person: BlueMountain Timberline Ltd. (10% Owner)
Reporting Person: BlueMountain Equity Alternatives Master Fund L.P. (10% Owner)
Reporting Person: BlueMountain Equity GP, LLC (10% Owner)
Reporting Person: BlueMountain Kicking Horse Fund L.P. (10% Owner)
Reporting Person: BlueMountain Kicking Horse Fund GP, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-12	Class D Common Stock	P	18445	$0.83	Acquired	2441563	Direct
2012-11-12	Class D Common Stock	P	6577	$0.83	Acquired	823850	Direct
2012-11-12	Class D Common Stock	P	834	$0.83	Acquired	129534	Direct
2012-11-12	Class D Common Stock	P	738	$0.83	Acquired	114588	Direct
2012-11-12	Class D Common Stock	P	26594	$0.83	Acquired	4173675	Indirect
2013-06-21	Class D Common Stock	S	1146	$2.3575	Disposed	2863556	Direct
2013-06-21	Class D Common Stock	S	124	$2.3575	Disposed	309677	Direct
2013-06-21	Class D Common Stock	S	409	$2.3575	Disposed	1020919	Direct
2013-06-21	Class D Common Stock	S	124	$2.3575	Disposed	309477	Direct
2013-06-21	Class D Common Stock	S	52	$2.3575	Disposed	129482	Direct
2013-06-21	Class D Common Stock	S	99	$2.3575	Disposed	247746	Direct
2013-06-21	Class D Common Stock	S	46	$2.3575	Disposed	114542	Direct
2013-06-21	Class D Common Stock	S	2000	$2.3575	Disposed	4995399	Indirect
2013-06-21	Class D Common Stock	S	229	$2.36	Disposed	2863327	Direct
2013-06-21	Class D Common Stock	S	25	$2.36	Disposed	309652	Direct
2013-06-21	Class D Common Stock	S	82	$2.36	Disposed	1020837	Direct
2013-06-21	Class D Common Stock	S	25	$2.36	Disposed	309652	Direct
2013-06-21	Class D Common Stock	S	10	$2.36	Disposed	129472	Direct
2013-06-21	Class D Common Stock	S	20	$2.36	Disposed	247726	Direct
2013-06-21	Class D Common Stock	S	9	$2.36	Disposed	114533	Direct
2013-06-21	Class D Common Stock	S	400	$2.36	Disposed	4994999	Indirect
2013-06-24	Class D Common Stock	S	80254	$2.30	Disposed	2783073	Direct
2013-06-24	Class D Common Stock	S	8679	$2.30	Disposed	300973	Direct
2013-06-24	Class D Common Stock	S	28612	$2.30	Disposed	992225	Direct
2013-06-24	Class D Common Stock	S	8673	$2.30	Disposed	300779	Direct
2013-06-24	Class D Common Stock	S	3629	$2.30	Disposed	125843	Direct
2013-06-24	Class D Common Stock	S	6943	$2.30	Disposed	240783	Direct
2013-06-24	Class D Common Stock	S	3210	$2.30	Disposed	111323	Direct
2013-06-24	Class D Common Stock	S	140000	$2.30	Disposed	4854999	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-25	Equity Total Return Swap	$	J	423139	Acquired	2013-06-25	Class D Common Stock (423139)	Direct
2013-03-25	Equity Total Return Swap	$	J	197478	Acquired	2013-06-25	Class D Common Stock (197478)	Direct
2013-03-25	Equity Total Return Swap	$	J	126941	Acquired	2013-06-25	Class D Common Stock (126941)	Direct
2013-03-25	Equity Total Return Swap	$	J	76166	Acquired	2013-06-25	Class D Common Stock (76166)	Direct
2013-03-25	Equity Total Return Swap	$	J	823724	Acquired	2013-06-25	Class D Common Stock (823724)	Indirect

Footnotes

F1: The filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in footnote 7 below) or any of the General Partners (as defined in Footnote 4 below) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Class D Common Stock, par value $0.001 per share (the "Common Stock") of Radio One, Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, BMCM, GP Holdings and the General Partners disclaim such beneficial ownership, except to the extent of their pecuniary interest.

F2: BMCM is the investment manager of each of (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which is the direct beneficial owner of 2,423,118 shares of Common Stock, (ii) BlueMountain Long/Short Credit Master Fund L.P. ("Long/Short Credit") is the direct beneficial owner of 817,273 shares of Common Stock, (iii) BlueMountain Equity Alternatives Master Fund L.P. ("BMEA"), is the direct beneficial owner of 233,435 shares of Common Stock, (iv) BlueMountain Kicking Horse Fund L.P. ("Kicking Horse"), is the direct beneficial owner of 247,845 shares of Common Stock, (cont'd in Footnote 3)

F3: (v) BlueMountain Timberline Ltd. ("Timberline"), is the direct beneficial owner of 182,860 shares of Common Stock; (vi) BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC ("AAI"), is the direct beneficial owner of128,700 shares of Common Stock and (vii) BlueMountain Long Short Grasmoor Fund Ltd. ("Grasmoor" and together with BMCA, Long/Short Credit, BMEA, Kicking Horse, Timberline and AAI, the "BlueMountain Funds") is the direct beneficial owner of 113,850 shares of Common Stock. The shareholding information set forth in Footnote 2 and this Footnote 3 is as of November 11, 2012.

F4: BMCM, although it directs the voting and disposition of the Common Stock held by the BlueMountain Funds, only receives an asset-based fee relating to such shares of Common Stock.

F5: (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the Common Stock beneficially owned by BMCA; (ii) BlueMountain Long/Short Credit GP, LLC ("Long/Short Credit GP") is the general partner of Long/Short Credit and has an indirect profits interest in the Common Stock beneficially owned by Long/Short Credit; (iii) BlueMountain Equity GP, LLC ("Equity GP") is the general partner of BMEA and has an indirect profits interest in the Common Stock beneficially owned by BMEA; and (iv) BlueMountain Kicking Horse Fund GP, LLC ("Kicking Horse GP", and together with BMCA GP, Long/Short Credit GP and BMEA GP, the "General Partners") is the general partner of Kicking Horse and has an indirect profits interest in the Common Stock beneficially owned by Kicking Horse.

F6: BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of each of the General Partners, and thus has an indirect profits interest in the Common Stock beneficially owned by each of BMCA, Long/Short Credit, BMEA and Kicking Horse.

F7: The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for certain additional Reporting Persons is being filed separately and simulaneously with this Form 3 due to the limitation of ten Reporting Persons per each filing.

F8: On November 12, 2012, BMCA purchased 18,445 shares of Common Stock.

F9: On November 12, 2012, Long/Short Credit purchased 6,577 shares of Common Stock.

F10: On November 12, 2012, AAI purchased 834 shares of Common Stock.

F11: On November 12, 2012, Grasmoor purchased 738 shares of Common Stock.

F12: On March 25, 2013, BMCA entered into an equity total return swap with respect to 423,139 shares of Common Stock.

F13: On March 25, 2013, Long/Short Credit entered into an equity total return swap with respect to 197,478 shares of Common Stock.

F14: On March 25, 2013, Timberline entered into an equity total return swap with respect to 126,941 shares of Common Stock.

F15: On March 25, 2013, BMEA entered into an equity total return swap with respect to 76,166 shares of Common Stock.

F16: On June 21, 2013, BMCA sold 1,375 shares of Common Stock.

F17: On June 21, 2013, Long/Short Credit sold 491 shares of Common Stock.

F18: On June 21, 2013, Timberline sold 149 shares of Common Stock.

F19: On June 21, 2013, BMEA sold 206 shares of Common Stock.

F20: On June 21, 2013, AAI sold 62 shares of Common Stock.

F21: On June 21, 2013, Kicking Horse sold 119 shares of Common Stock.

F22: On June 21, 2013, Grasmoor sold 55 shares of Common Stock.

F23: On June 24, 2013, BMCA sold 80,254 shares of Common Stock.

F24: On June 24, 2013, Long/Short Credit sold 28,612 shares of Common Stock.

F25: On June 24, 2013, Timberline sold 8,679 shares of Common Stock.

F26: On June 24, 2013, BMEA sold 8,673 shares of Common Stock.

F27: On June 24, 2013, AAI sold 3,629 shares of Common Stock.

F28: On June 24, 2013, Kicking Horse sold 6,943 shares of Common Stock.

F29: On June 24, 2013, Grasmoor sold 3,210 shares of Common Stock.

F30: The relevant Reporting Persons entered into an equity total return swap transaction which is neither exercisable nor convertible.