URBAN ONE, INC. — Director's Dealing 2018

Aug 15, 2018

SEC Form 4/A — Form 4/A

Issuer: URBAN ONE, INC. (UONE/UONEK)
CIK: 0001041657
Period of Report: 2018-08-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-01	Class C Common Stock	M	600000	$1.41	Acquired	8166830	Direct
2018-06-01	Class D Common Stock	F	508243	$2.00	Disposed	7658587	Direct
2018-06-01	Class D Common Stock	J	91757	$2.00	Disposed	7566830	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-01	Option	$1.41	M	600000	Disposed	2018-06-05	Class D Common Stock (600000)	Direct

Footnotes

F1: This Form 4/A is being filed to add the line reporting the acquisition of 600,000 shares of Class D Common Stock upon the exercise of the reported stock option prior to disposition of the shares to the issuer in two previously reported transactions.

F2: Represents shares tendered to the issuer in payment of stock option exercise price and to satisfy withholding obligations.

F3: Represents a disposition of the shares to the issuer in exchange for cash at the fair market value of $2.00 per share on the date of repurchase by the issuer.

F4: The total represents all shares held by the reporting person across all classes of Urban One Inc. stock, Classes A, B, C and D. The reporting person beneficially owns a total of 7,566,830 shares of Urban 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; and (6) 5,326,763 shares of Class D common stock, including 492,866 shares of Class D common stock obtainable upon the exercise of stock options. More information on Ms. Hughes ownership is included in our most recent proxy filed April 30, 2018.