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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-06	Class D Common Stock	M	512536	—	Acquired	15675294	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-06	Class D Common Stock	$0	M	512536	Acquired		Class D Common Stock (512536)	Direct
2021-01-06	Class D Common Stock	$2	A	316406	Acquired	2030-06-05	Class D Common Stock (316406)	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) 2,010,307 shares of Class B common stock held by the Alfred C. Liggins Revocable Trust; (2) 605,313 shares of Class C common stock held by the Alfred C. Liggins Revocable Trust U/A/D; (3) 920,456 shares of Class C common stock held by the Dynastic Trust U/A/D; (4) 15,605 shares of Class C common stock held by the Hughes-Liggins Co., LLC; (5) 3,325,207 shares of Class D common stock held by Alfred C. Liggins; (6) 3,896,734 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust; (7) 3,012,237 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust U/A/D; (8) 1,519,128 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust UA; (cont.)

F3: (9) 338,808 shares of Class D common stock held by the Dynastic Trust U/A/D; and (10) 31,499 shares of Class D common stock held by the Hughes-Liggins Co., LLC. More information about Mr. Liggins' ownership is included in our most recent proxy filed on April 29, 2020.

F4: This total excludes the number of stock options held. More information on Mr. Liggins' ownership is included in our most recent proxy filed on April 29, 2020.

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 Mr. Liggins 711,914 restricted shares of Class D Common Stock and stock options to purchase 316,406 shares of Class D Common Stock. The grants were effective June 5, 2020 and vested on January 6, 2021. On the vesting date, 199,378 shares were withheld to cover income taxes attributable to the vesting.

F6: Not applicable