URBAN ONE, INC. — Director's Dealing 2015

Jun 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RADIO ONE, INC. (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2015-06-22

Reporting Person: Thompson Peter (CFO / EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-22	Class D common stock	S	43418	$3.57	Disposed	156372	Direct
2015-06-23	Class D common stock	S	40582	$3.55	Disposed	115790	Direct

Footnotes

F1: Mr. Thompson held 387,306 shares as of April 23, 2015, the filing date of our proxy statement. Those holdings included 200,000 shares that vested on April 20, 2015. In connection with that vesting, 91,840 shares were sold to satisfy his income tax obligations in accordance with Company policy. Thus, the 156,372 number reflects that reduction as well as the 20,700 shares sold on June 19, 2016 and the 43,418 shares sold on June 22, 2015. In addition to the 156,372 shares, Mr. Thompson also holds 75,000 restricted shares vesting December 31, 2015 and another 75,000 vesting December 31, 2016. Mr. Thompson further holds 75,000 options to purchase Class D shares with another 225,000 options vesting in equal 112,500 tranches on December 31, 2015 and December 31, 2016.

F2: The reporting person beneficially owns a total of 115,790 shares of Class D common stock. In addition to the 115,790 shares, Mr. Thompson also holds 75,000 restricted shares vesting December 31, 2015 and another 75,000 vesting December 31, 2016. Mr. Thompson further holds 75,000 options to purchase Class D shares with another 225,000 options vesting in equal 112,500 tranches on December 31, 2015 and December 31, 2016, all as described above.