URBAN ONE, INC. — Director's Dealing 2018

Feb 16, 2018

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: URBAN ONE, INC. (ROIA/ROIAK)
CIK: 0001041657
Period of Report: 2017-12-31

Reporting Person: LIGGINS ALFRED C (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-05	Class D Common Stock	A	791015	$1.70	Acquired	13784958	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-05	Options	$1.70	A	372242	Acquired	2028-01-05	Class D (372242)	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 13,784,958 shares of Radio One, Inc. stock as follows: (1) 558,309 shares of Class A common stock held by Alfred C. Liggins; (2) 16,600 shares of Class A common stock held by the Alfred C Liggins Revocable Trust; (3) 2,010,307 shares of Class B common stock held by the Alfred C. Liggins Revocable Trust; (4) 605,313 shares of Class C common stock held by the Alfred C. Liggins Revocable Trust; (5) 920,456 shares of Class C common stock held by the Dynastic Trust U/A/D; (6) 15,605 shares of Class C common stock held by the Hughes-Liggins Co. LLC; (7) 5,621,365 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust; (8) 338,808 shares of Class D common stock held by the Dynastic Trust U/A/D;

F2: CONTINUED: (9) 31,499 shares of Class D common stock held by the Hughes-Liggins Co., LLC; and (10) 2,875,681 shares of Class D common stock held by Alfred C. Liggins

F3: Options to purchase Class D common stock that will vest 100% on January 5, 2019.

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 14,157,200 shares of Radio One, Inc. stock as follows: (1) 558,309 shares of Class A common stock held by Alfred C. Liggins; (2) 16,600 shares of Class A common stock held by the Alfred C Liggins Revocable Trust; (3) 2,010,307 shares of Class B common stock held by the Alfred C. Liggins Revocable Trust; (4) 605,313 shares of Class C common stock held by the Alfred C. Liggins Revocable Trust; (5) 920,456 shares of Class C common stock held by the Dynastic Trust U/A/D; (6) 15,605 shares of Class C common stock held by the Hughes-Liggins Co. LLC; (7) 5,621,365 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust; (8) 338,808 shares of Class D common stock held by the Dynastic Trust U/A/D;

F5: CONTINUED: (9) 31,499 shares of Class D common stock held by the Hughes-Liggins Co., LLC; (10) 3,666,696 shares of Class D common stock held by Alfred C. Liggins; and (11) options to purchase 372,242 shares of Class D common stock that will vest 100% on January 5, 2019