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 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 *

ARMSTRONG D GEOFFREY		 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                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

5900 PRINCESS GARDEN PARKWAY, 7TH FL		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/11/2022
(Street)

LANHAM, MD 20706
(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)
Code V Amount (A) or (D) Price
Class D Common Stock 5/11/2022  M  30120 A (1)208541 D  
Class D Common Stock 5/11/2022  S  14931 (2)D$6.06 (3)193610 D  
Class D Common Stock 5/11/2022  S  15189 (2)D$6.05 (3)178421 (4)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit $0.83 5/11/2022  M     30120  6/5/2013 6/5/2022 Class D Common Stick 30120 $0 208541 D  
Explanation of Responses:
(1) Represents the exercise of previously granted restricted stock unit options, with an exercise price of $0.83 per share. These options were to expire on June 5, 2022.
(2) A majority of the proceeds from these sales will be used to cover the reporting person's tax liability arising from option exercises.
(3) The price reported in Column 4 is a weighted average price upon sake after exercise of the underlying stock options. The reporting person undertakes to provide to Urban One, Inc., any security holder of Urban One, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.
(4) The total represents all Class A and Class D common stock shares held by the reporting person. After the transaction reported herein, the reporting person additionally beneficially owns 10,000 shares of Class A common stock and 168,421 shares of Class D common stock for a total of 178,421 shares across all classes of Urban One, Inc. stock, Classes A, B, C, and D. This number does not include options as per the transactions reported herein Mr. Armstrong no longer holds options.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ARMSTRONG D GEOFFREY
5900 PRINCESS GARDEN PARKWAY
7TH FL
LANHAM, MD 20706		X
Signatures
Karen Wishart, Attorney-In-Fact5/13/2022
**Signature of Reporting PersonDate
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 control number.
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