URBAN ONE, INC. — Director's Dealing 2014

Jan 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE, INC. (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2014-01-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-10	Class D common stock	S	43260	$5.095	Disposed	6675401	Direct

Footnotes

F1: The shares sold and the subject of this transaction were sold from the Catherine L. Hughes Charitable Trust (the "Trust") in satisfaction of certain liabilities relating solely to the Trust. The shares were sold by the Trust pursuant to a trading plan established in December 2013. 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 6,675,401 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,

F2: (continued) (5) 192,142 shares of Class C common stock held by the Catherine L. Hughes Charitable Trust, (6) 1,510,669 shares of Class D common stock held by the Catherine L. Hughes Revocable Trust U/A/D, (7) 243,615 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.