| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol URBAN ONE, INC. [ UONE/UONEK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/05/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class D Common Stock | 07/05/2022 | A | 9,671 | A | $5.17(1) | 10,671 | D | |||
| Class D Common Stock | 07/05/2022 | A | 11,848 | A | $4.22(2) | 22,519(3) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Reporting triggered by initial vest of a grant of restricted stock units under the Urban One, Inc. 2019 Equity and Performance Incentive Plan. As a non-employee director of Urban One, Inc., on July 6, 2021, Mr. Mitchell was granted restricted shares of Class D Common Stock with a fair market value of $50,000 on July 6, 2021. Based upon the closing price of $5.17 on July 6, 2021, Mr. Mitchell was granted a total of 9,671 restricted shares of Class D common stock that will vest in two (2) roughly equal installments. The first installment of 4,836 shares vested on July 5, 2022, and the second installment of 4,835 shares will vest on July 5, 2023. Reporting on future grants will be reported initial unvested grant as set forth in footnote 2 below. |
| 2. Represents an initial unvested grant of restricted stock units under the Urban One, Inc. 2019 Equity and Performance Incentive Plan. As a non-employee director of Urban One, Inc., on July 5, 2022, Mr. Mitchell was granted restricted shares of Class D Common Stock with a fair market value of $50,000. Based upon the closing price of $4.22 on July 5, 2022, Mr. Mitchell was granted a total of 11,848 restricted shares of Class D common stock. These restricted shares will vest in two (2) equal installments of 5,924 shares on July 5, 2023 and July 5, 2024. |
| 3. 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: 22,519 shares of Class D common stock. This number does not include options as Mr. Mitchell currently holds no options. |
| Karen Wishart, Attorney-In-Fact | 07/06/2022 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
