URBAN ONE, INC. — Director's Dealing 2014

Oct 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE, INC. (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2014-10-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-06	Class D Restricted Stock	A	456000	$2.75	Acquired	7738690	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-06	Options	$2.75	A	293000	Acquired	2025-12-31	Class D (587000)	Direct

Footnotes

F1: Restricted shares of Class D common stock that will vest in three equal installments on the following dates: April 6, 2015, December 31, 2015, and December 31, 2016.

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 7,738,690 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 C 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) 15,605 shares of Class C common stock held by the Hughes-Liggins Co. LLC; (6) 1,510,669 shares of Class D common stock held by the Catherine L. Hughes Revocable Trust; (7) 1,749,464 shares of Class D common stock held by the Catherine L. Hughes Trust UA; (8) 31,499 shares of Class D common stock held by the Hughes-Liggins Co. LLC; (9) 857,991 shares of Class D common stock held by Catherine L. Hughes;

F3: continued: (10) 456,000 shares of Restricted Class D common stock held by Catherine L. Hughes granted in connection with the terms of her new employment terms as reported on Form 8K on October 6, 2014; and (11) options to purchase 893,000 shares of Class D common stock held by Catherine L. Hughes, includes 293,000 with an exercise price of $2.75 granted in connection with the terms of her new employment terms as reported on Form 8K on October 6, 2014.

F4: Options to purchase Class D common stock that will vest in three equal installments on the following dates: April 6, 2015, December 31, 2015, and December 31, 2016.