SEC FORM 4/A

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LIGGINS ALFRED C

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/17/2023

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class D Common Stock⁽¹⁾	02/06/2023		A		276,472⁽²⁾	A	$0	12,601,327	D
Class D Common Stock	02/06/2023		F		82,702	D	$5.15	12,518,625⁽³⁾⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Class D)	$5.15	02/06/2023		A		168,786		02/06/2023	02/06/2033	Class D Common Stock	168,786	$5.15	2,374,185⁽⁵⁾	D

Explanation of Responses:

1. This Form 4A is being filed is to adjust ownership totals due to a rounding error in the calculation methodology in relation to a February 2023 grant vesting. The Amendment increases Class D Common Stock ownership by 10,240 shares and option ownership by 6,251 options to purchase Class D shares.

2. Award vested immediately upon pricing.

3. Urban One, Inc. has four classes of stock, Classes A, B, C, and D. Across all classes the reporting persons owns Urban One, Inc. stock as follows: (1) 620,918 shares of Class A common stock (exclusive of Class A RSUs noted in footnote 4 below); (2) 2,010,307 shares of Class B common stock held by the Alfred C. Liggins Revocable Trust; (3) 920,456 shares of Class C common stock held by the Dynastic Trust U/A/D; (4) 3,713,487 shares of Class D common stock held by Alfred C. Liggins; (5) 3,896,734 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust; (continued in next footnote)

4. (continued from previous footnote) (6) 3,012,237 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust U/A/D; (7) 1,519,128 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust UA; (8) 338,808 shares of Class D common stock held by the Dynastic Trust U/A/D; and (9) 31,499 shares of Class D common stock held by the Hughes-Liggins Co., LLC.

5. The reporting person also holds 468,750 Restricted Class A Stock Units in addition to the derivative securities reported in Table II.

	Karen Wishart	10/23/2023
	** Signature of Reporting Person	Date
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).
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