URBAN ONE, INC. — Director's Dealing 2020

Jun 29, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: URBAN ONE, INC. (UONE/UONEK)
CIK: 0001041657
Period of Report: 2020-01-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-06	Class D Common Stock	A	459173	$1.85	Acquired	14014194	Direct
2020-06-11	Class D Common Stock	P	729873	$0.76	Acquired	14744067	Direct
2020-06-22	Class A Common Stock	S	16600	$26.57	Disposed	14727467	Direct
2020-06-22	Class A Common Stock	S	558309	$23.96	Disposed	14169158	Direct

Footnotes

F1: As reported in our Form 10-Q filed November 12, 2019, Form 10K filed April 29,2020 and Form 10-Q filed represents a grant of restricted stock units under the Urban One, inc. 2019 Equity and Other Incentive Plan. The grants were effective June 12, 2019 and vested on January 6, 2020. The grant was for 656,142 restricted shares of the Company's Class D common stick and the 459,173 represents the retained amounts after the withholding of 196,969 shares for taxes.

F2: As previously reported on our Form 8-K filed June 17, 2020.

F3: As previously reported on our Form 8-K filed June 22, 2020. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.11 to $26.99, inclusive. The reporting person undertakes to provide to Urban One, Inc., any security holder of Urban One, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

F4: As previously reported on our Form 8-K filed June 22, 2020. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $19.23 to $24.20, inclusive. The reporting person undertakes to provide to Urban One, Inc., any security holder of Urban One, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

F5: The total represents all shares held by the reporting person across all classes of Urban One, Inc. stock, Classes A, B, C, and D. After giving effect to the reported transactions, the reporting person beneficially owns a total of Urban One, Inc. stock as follows: (1) no shares of Class A common stock, the sales reported herein represented a complete disposition of his Class A holdings (2) 2,010,307 shares of Class B common stock held by the Alfred C. Liggins Revocable Trust; (3) 605,313 shares of Class C common stock held by the Alfred C. Liggins Revocable Trust U/A/D; (4) 920,456 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) 1,819,071 shares of Class D common stock held by Alfred C. Liggins; (7) 3,896,734 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust;

F6: CONTINUED (8) 3,012,237 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust U/A/D; (9) 1,519,128 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust UA; (10) 338,808 shares of Class D common stock held by the Dynastic Trust U/A/D; and (11) 31,499 shares of Class D common stock held by the Hughes-Liggins Co., LLC. More information on Mr. Liggins' ownership is included in our most recent proxy filed on April 29, 2020.

F7: This total does not include options to purchase 1,563,240 shares of Class D common stock held by Mr. Liggins. Mr. Liggins holds options for 587,000 Class D shares with an exercise price of $2.75 per share, options for 333,059 Class D shares with an exercise price of $1.90 per share, options for 351, 562 Class D shares with an exercise price of $1.80 per share, and options for 291, 619 Class D shares with an exercise price of $2.17 per share.