Sec Form 4 Filing - ARMSTRONG D GEOFFREY @ URBAN ONE, INC. - 2022-05-11

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 ARMSTRONG D GEOFFREY 2. Issuer Name and Ticker or Trading Symbol URBAN ONE, INC. [ UONE/UONEK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5900 PRINCESS GARDEN PARKWAY, 7TH FL 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2022 (Street) LANHAM, MD20706 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 D Common Stock 05/11/2022 M 30,120 A 208,541 D Class D Common Stock 05/11/2022 S 14,931( 2 ) D $ 6.06( 3 ) 193,610 D Class D Common Stock 05/11/2022 S 15,189( 2 ) D $ 6.05( 3 ) 178,421( 4 ) D

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 Restricted Stock Unit $ 0.83 05/11/2022 M 30,120 06/05/2013 06/05/2022 Class D Common Stick 30,120 $ 0 208,541 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARMSTRONG D GEOFFREY 5900 PRINCESS GARDEN PARKWAY 7TH FL LANHAM, MD20706 X Signatures Karen Wishart, Attorney-In-Fact 05/13/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the exercise of previously granted restricted stock unit options, with an exercise price of $0.83 per share. These options were to expire on June 5, 2022. ( 2 )A majority of the proceeds from these sales will be used to cover the reporting person's tax liability arising from option exercises. ( 3 )The price reported in Column 4 is a weighted average price upon sake after exercise of the underlying stock options. 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. ( 4 )The total represents all Class A and Class D common stock shares held by the reporting person. After the transaction reported herein, the reporting person additionally beneficially owns 10,000 shares of Class A common stock and 168,421 shares of Class D common stock for a total of 178,421 shares across all classes of Urban One, Inc. stock, Classes A, B, C, and D. This number does not include options as per the transactions reported herein Mr. Armstrong no longer holds options.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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