URBAN ONE, INC. — Director's Dealing 2021

Jan 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: URBAN ONE, INC. (UONE/UONEK)
CIK: 0001041657
Period of Report: 2021-01-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-06	Class D Common Stock	M	281520	—	Acquired	6635282	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-06	Class D Common Stock	$0	M	281520	Acquired		Class D Common Stock (281520)	Direct
2021-01-06	Class D Common Stock	$2	A	189843	Acquired	2030-06-05	Class D Common Stock (189843)	Direct

Footnotes

F1: Restricted stock units convert into common stock on a one-for-one basis.

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 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) 851,536 shares of Class B common stock held by the Hughes Revocable Trust; (3) 247,366 shares of Class C common stock held by the 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) 584,179 shares of Class D common stock held by Catherine Hughes; (7) 1,015,937 shares of Class D common stock held by the Hughes Revocable Trust; (8) 494,732 shares of Class D common stock held by the Hughes Revocable Trust U/A/D; (cont.)

F3: (9) 1,749,464 shares of Class D common stock held by the Hughes Revocable Trust UA; (10) 520,404 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 Ms. Hughes' ownership is included in our most recent proxy filed April 29, 2020.

F4: This total does not include options to purchase 878,744 shares of Class D common stock held by Ms. Hughes. Ms. Hughes holds options for 293,000 Class D shares with an exercise price of $2.75 per share, options for 199,836 Class D shares with an exercise price of $1.90 per share, options for 210,937 Class D shares with an exercise price of $1.80 per share, and options for 174,971 Class D shares with an exercise price of
$2.17 per share.

F5: Represents a grant of restricted stock units under the Urban One, Inc. 2019 Equity and Other Incentive Plan. On June 12, 2019 the Compensation Committee granted Ms. Hughes 427,148 restricted shares of Class D Common Stock and stock options to purchase 189,843 shares of Class D Common Stock. The grants were effective June 5, 2020 and vested on January 6, 2021. On the vesting date, 145,628 shares were withheld to cover income taxes attributable to the vesting.

F6: Not applicable