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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-05	Class D Common Stock	A	474609	$1.70	Acquired	7913214	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-05	Options	$1.70	A	223346	Acquired	2028-01-05	Class D (223346)	Direct

Footnotes

F1: 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 7,913,214 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; (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) 1,861,111 shares of Class D common stock held by Catherine L. Hughes

F2: Options to purchase Class D common stock that will vest 100% on January 5, 2019.

F3: 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 8,136,560 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; (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; (9) 1,861,111 shares of Class D common stock held by Catherine L. Hughes; and

F4: CONTINUED: (10) options to purchase 223,346 shares of Class D common stock that will vest 100% on January 5, 2019