Sec Form 4 Filing - HUGHES CATHERINE L @ URBAN ONE, INC. - 2017-08-07

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 HUGHES CATHERINE L 2. Issuer Name and Ticker or Trading Symbol URBAN ONE, INC. [ ROIA/ROIAK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairperson and Secretary (Last) (First) (Middle) 1010 WAYNE AVENUE, 14TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2017 (Street) SILVER SPRING, MD20910 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 08/07/2017 A 449,630 A $ 1.9 7,237,769 ( 1 ) 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 Option $ 1.9 ( 2 ) 08/07/2017 A 199,836 ( 3 ) 08/07/2018 08/07/2028 Class D 199,836 $ 1.9 ( 2 ) 7,437,605 ( 4 ) ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HUGHES CATHERINE L 1010 WAYNE AVENUE 14TH FLOOR SILVER SPRING, MD20910 X X Chairperson and Secretary Signatures Linda J. Vilardo, Attorney-In-Fact 08/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total represents all shares held by the reporting person across all classes of Radio One Inc. stock, Classes A, B, C and D. The reporting person beneficially owns a total of 7,237,769 shares of Radio One, Inc. stock as follows: (1) 1,000 shares of Class A common stock held by Catherine L. Hughes; (2) 851,536 shares of Class B common stock held by the Catherine L. Hughes Revocable Trust; (3) 247,366 shares of Class C common stock held by the Catherine L. 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) 3,260,133 shares of Class D common stock held by the Catherine L. Hughes Revocable Trust; (7) 520,404 shares of Class D common stock held by the Catherine L. Hughes Trust U/A/D; (8) 31,499 shares of Class D common stock held by the Hughes-Liggins Co. LLC; and (9) 1,186,666 shares of Class D common stock held by Catherine L. Hughes. ( 2 )Determined based on $1.90 closing price on August 7, 2017 and application of Black Scholes modeling factor. ( 3 )Options to purchase Class D common stock that will vest in increments of 33.33% over three years. ( 4 )The total represents all shares held by the reporting person across all classes of Radio One Inc. stock, Classes A, B, C and D. The reporting person beneficially owns a total of 7,437,605 shares of Radio One, Inc. stock as follows: (1) 1,000 shares of Class A common stock held by Catherine L. Hughes; (2) 851,536 shares of Class B common stock held by the Catherine L. Hughes Revocable Trust; (3) 247,366 shares of Class C common stock held by the Catherine L. 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) 3,260,133 shares of Class D common stock held by the Catherine L. Hughes Revocable Trust; (7) 520,404 shares of Class D common stock held by the Catherine L. Hughes Trust U/A/D; (8) 31,499 shares of Class D common stock held by the Hughes-Liggins Co. LLC; and (9) 1,186,666 shares of Class D common stock held by Catherine L. Hughes; ( 5 )CONTINUED: (10) options to purchase 199,836 shares of Class D common stock as reported on Form 8K on August 17, 2017

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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