URBAN ONE, INC. — Director's Dealing 2017

Aug 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: URBAN ONE, INC. (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2017-08-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-07	Class D Common Stock	A	449630	$1.90	Acquired	7237769	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-07	Option	$1.90	A	199836	Acquired	2028-08-07	Class D (199836)	Direct

Footnotes

F1: 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 7,237,769 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) 3,260,133 shares of Class D common stock held by the Catherine L. Hughes Revocable Trust; (7) 520,404 shares of Class D common stock held by the Catherine L. Hughes Trust U/A/D; (8) 31,499 shares of Class D common stock held by the Hughes-Liggins Co. LLC; and (9) 1,186,666 shares of Class D common stock held by Catherine L. Hughes.

F2: Determined based on $1.90 closing price on August 7, 2017 and application of Black Scholes modeling factor.

F3: Options to purchase Class D common stock that will vest in increments of 33.33% over three years.

F4: 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 7,437,605 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) 3,260,133 shares of Class D common stock held by the Catherine L. Hughes Revocable Trust; (7) 520,404 shares of Class D common stock held by the Catherine L. Hughes Trust U/A/D; (8) 31,499 shares of Class D common stock held by the Hughes-Liggins Co. LLC; and (9) 1,186,666 shares of Class D common stock held by Catherine L. Hughes;

F5: CONTINUED: (10) options to purchase 199,836 shares of Class D common stock as reported on Form 8K on August 17, 2017