URBAN ONE, INC. — Director's Dealing 2018

Jun 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: URBAN ONE, INC. (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2018-06-01

Reporting Person: Thompson Peter (CFO / EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-01	Class D Common Stock	F	60315	$2.00	Disposed	623860	Direct
2018-06-01	Class D Common Stock	M	14685	$2.00	Disposed	609175	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-01	Options	$1.41	M	75000	Disposed	2018-06-05	Class D Common Stock (75000)	Direct

Footnotes

F1: The transactions reported above in Table I reflect the cashless exercise of stock options. The cashless exercise for the options is reported in two lines. The first line of the cashless exercise transaction is coded M in column 3 of Table I and reports in column 4, the number of the shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price with Code A for acquired. The line Coded F in in column 3 of Table I relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options with Code D for disposed.

F2: CONTINUED: The transactions reported in Table II above, reflect the disposition of the same stock options whose cashless exercise is disclosed in Table I above. The number of derivative securities owned after the transactions reported in column 9 of Table II above include only stock options, of which there were none.

F3: Mr. Thompson beneficially owns a total of 609,175 shares of Class D common stock, including 339,035 shares of Class D common stock obtainable upon the exercise of stock options. More information on Mr. Thompson's ownership is included in our most recent proxy filed April 30, 2018.