Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* LIGGINS ALFRED C	2. Issuer Name and Ticker or Trading Symbol RADIO 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) CEO
(Last) (First) (Middle) 1010 WAYNE AVENUE, 14TH FLOOR	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2016
(Street) SILVER SPRING, MD 20910 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	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	6/23/2016		G	148889	D	$3.10	12488645 ⁽¹⁾ ⁽²⁾	D
Class D Common Stock	6/24/2016		G	160820	D	$2.87	12327825 ⁽³⁾ ⁽⁴⁾	D

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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/YYYY)		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 at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 12,488,645 shares of Radio One, Inc. stock as follows: (1) 558,309 shares of Class A common stock held by Alfred C. Liggins; (2) 16,600 shares of Class A common stock held by the Alfred C Liggins Revocable Trust; (3) 2,010,307 shares of Class B common stock held by the Alfred C. Liggins Revocable Trust; (4) 605,313 shares of Class C common stock held by the Alfred C. Liggins Revocable Trust; (5) 920,456 shares of Class C common stock held by the Dynastic Trust U/A/D; (6) 15,605 shares of Class C common stock held by the Hughes-Liggins Co. LLC; (7) 5,621,365 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust; (8) 338,808 shares of Class D common stock held by the Dynastic Trust U/A/D
( 2)	CONTINUED: (9) 31,499 shares of Class D common stock held by the Hughes-Liggins Co., LLC; and (10) 2,370,383 shares of Class D common stock held by Alfred C. Liggins.
( 3)	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 12,327,825 shares of Radio One, Inc. stock as follows: (1) 558,309 shares of Class A common stock held by Alfred C. Liggins; (2) 16,600 shares of Class A common stock held by the Alfred C Liggins Revocable Trust; (3) 2,010,307 shares of Class B common stock held by the Alfred C. Liggins Revocable Trust; (4) 605,313 shares of Class C common stock held by the Alfred C. Liggins Revocable Trust; (5) 920,456 shares of Class C common stock held by the Dynastic Trust U/A/D; (6) 15,605 shares of Class C common stock held by the Hughes-Liggins Co. LLC; (7) 5,621,365 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust; (8) 338,808 shares of Class D common stock held by the Dynastic Trust U/A/D;
( 4)	CONTINUED: (9) 31,499 shares of Class D common stock held by the Hughes-Liggins Co., LLC; and (10) 2,209,563 shares of Class D common stock held by Alfred C. Liggins.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LIGGINS ALFRED C 1010 WAYNE AVENUE 14TH FLOOR SILVER SPRING, MD 20910	X	X	CEO

Signatures
Linda J. Vilardo, Attorney-In-Fact		2/15/2017
^** 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.
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