Sec Form 4 Filing - SEMLER ERIC @ URBAN ONE, INC. - 2021-06-17

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SEMLER ERIC
2. Issuer Name and Ticker or Trading Symbol
URBAN ONE, INC. [ UONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TCS CAPITAL MANAGEMENT, LLC, 142 WEST 57TH STREET, 11TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/17/2021
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, $0.001 par value ( 1 ) ( 2 ) 675,480 I By TCS Capital Advisors, LLC ( 3 )
Class A Common Stock, $0.001 par value ( 1 ) ( 2 ) 200,000 D
Class D Common Stock, $0.001 par value ( 1 ) ( 2 ) 06/17/2021 P 433,195 A $ 4.6638 3,661,230 I By TCS Capital Advisors, LLC ( 3 )
Class D Common Stock, $0.001 par value ( 1 ) ( 2 ) 06/18/2021 P 293,180 A $ 4.6615 3,954,410 I By TCS Capital Advisors, LLC ( 3 )
Class D Common Stock, $0.001 par value ( 1 ) ( 2 ) 06/21/2021 P 250,000 A $ 4.638 4,204,410 I By TCS Capital Advisors, LLC ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SEMLER ERIC
C/O TCS CAPITAL MANAGEMENT, LLC
142 WEST 57TH STREET, 11TH FLOOR
NEW YORK, NY10019
X
TCS CAPITAL MANAGEMENT LLC
142 WEST 57TH STREET
11TH FLOOR
NEW YORK, NY10019
X
TCS Capital Advisors, LLC
142 WEST 57TH STREET, 11TH FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Eric Semler 06/21/2021
Signature of Reporting Person Date
TCS Capital Management, LLC, By: /s/ Eric Semler, Managing Member 06/21/2021
Signature of Reporting Person Date
TCS Capital Advisors, LLC, By: /s/ Eric Semler, Managing Member 06/21/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by TCS Capital Management, LLC ("TCS Management"), TCS Capital Advisors, LLC ("TCS Advisors") and Eric Semler (collectively, the "Reporting Persons").
( 2 )Each Reporting Person may be deemed to be a member of a "group" that owns more than 10% of the Issuer's outstanding shares of Class A Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 3 )Securities held directly by TCS Advisors. TCS Management, as the investment advisor of TCS Advisors, may be deemed to beneficially own the securities held directly by TCS Advisors. Mr. Semler, as the managing member of TCS Management, may be deemed to beneficially own the securities held directly by TCS Advisors.

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