URBAN ONE, INC. — Director's Dealing 2021

May 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: URBAN ONE, INC. (UONE/UONEK)
CIK: 0001041657
Period of Report: 2021-05-18

Reporting Person: ARMSTRONG D GEOFFREY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-18	Class D Common Stock	M	21929	—	Disposed	245150	Direct
2021-05-18	Class D Common Stock	S	35298	$3.59	Disposed	209852	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-18	Restricted Stock Unit	$0	M	21929	Disposed		Class D common stock (21929)	Direct
2021-05-18	Stock Option to purchase Class D Common Stock	$1.87	A	13369	Disposed	2021-06-06	Class D common stock (13369)	Direct

Footnotes

F1: Represents vesting of a grant of restricted stock units pursuant to our director compensation policy; our non-employee directors each receive $50,000 of restricted stock units which vest over a two-year period. The number of shares was determined by dividing the closing price of our Class D common stock on the date of the applicable annual meeting into $50,000.

F2: 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 209,852 shares of Urban One, Inc. common stock as follows: (1) 10,000 shares of Class A common stock; and (2) 199,852 shares of Class D common stock.

F3: This total includes options to purchase 53,055 shares of Class D common stock held by Mr. Armstrong. Mr. Armstrong holds options for 22.935 Class D shares with an exercise price of $1.09 per share, and options for 30,120 Class D shares with an exercise price of $0.83 per share.

F4: Represents a grant of restricted stock units under the company's board compensation plan. On June 14, 2013, Mr. Armstrong was granted 21,929 shares of restricted Class D common stock in accordance with our board compensation policy. The number of shares was determined by dividing $2.28, the closing price of our Class D common stock on June 14, 2013 into $50,000 and vested in equal parts over a two year period.

F5: Not applicable