| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
URBAN ONE, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
91705J105 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 91705J105 |
| 1 | Names of Reporting Persons ZAZOVE ASSOCIATES LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEVADA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 752,693.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| CUSIP No. | 91705J105 |
| 1 | Names of Reporting Persons Zazove Associates, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ILLINOIS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 752,693.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO, HC |
SCHEDULE 13G |
| CUSIP No. | 91705J105 |
| 1 | Names of Reporting Persons Gene T. Pretti | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEVADA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 752,693.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: URBAN ONE, INC. | |
| (b) | Address of issuer's principal executive
offices: 1010 WAYNE AVENUE, 14TH FL, SILVER SPRING, MARYLAND, 20910 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is being filed by Zazove Associates, LLC, a Delaware limited liability company; Zazove Associates, Inc., an Illinois corporation and Gene T. Pretti (referred to collectively as the "Reporting Persons"). | |
| (b) | Address or principal business office or, if
none, residence: The principal address of the Reporting Persons is 1001 Tahoe Blvd., Incline Village, NV 89451 | |
| (c) | Citizenship: Zazove Associates, LLC is organized under the laws of Delaware. Zazove Associates, Inc. is organized under the laws of Illinois. Gene T. Pretti is a citizen of the United States. | |
| (d) | Title of class of securities: Common Stock | |
| (e) | CUSIP No.: 91705J105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 752693 | |
| (b) | Percent of class: 9.2 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 752693 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 752693 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
|
|
|
|
|
|