- Statement of Changes in Beneficial Ownership (4)
November 29 2011 - 4:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
November 30, 2011
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HUGHES CATHERINE L
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2. Issuer Name
and
Ticker or Trading Symbol
RADIO ONE, INC.
[
ROIA/ROIAK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairperson and Secretary
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(Last)
(First)
(Middle)
5900 PRINCESS GARDEN PARKWAY, 7TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/21/2011
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(Street)
LANHAM, MD 20706
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class D Common Stock
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11/21/2011
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S
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45261
(1)
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D
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$1.19
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6718661
(2)
(3)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Shares sold to satisfy tax obligation for shares vesting on November 19, 2011 and reported as acquired on January 7, 2010. The tax obligation was based on 100,000 shares (or 1/3 of the acquired amount) vesting at a price of $1.19 per share.
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(
2)
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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 6,718,661 shares of Radio One, Inc. stock as follows: (1) 1,000 shares of Class A common stock held by Catherine L. Hughes, (2) 851,536 shares of Class B common stock held by the Catherine L. Hughes Revocable Trust, (3) 247,366 shares of Class common stock held by the Catherine L. Hughes Revocable Trust U/A/D, (4) 1,124,560 shares of Class C common stock held by the Dynastic Trust U/A/D. (5) 192,142 shares of Class C common stock held by the Catherine L. Hughes Charitable Trust,
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(
3)
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(continued ) (6) 1,510,669 shares of Class D common stock held by the Catherine L. Hughes Revocable Trust U/A/D, (7) 286,875 shares of Class D common stock held by the Catherine L. Hughes Charitable Trust (8) 1,749,464 shares of Class D common stock held by the Catherine L. Hughes Trust UA, (9) 15,605 shares of Class C common stock held through the Hughes-Liggins Co., LLC (10) 31,499 shares of Class D common stock held through the Hughes-Liggins Co., LLC, and (11) 707,945 shares of Class D common stock held by Catherine L. Hughes.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HUGHES CATHERINE L
5900 PRINCESS GARDEN PARKWAY
7TH FLOOR
LANHAM, MD 20706
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X
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X
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Chairperson and Secretary
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Signatures
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Linda J. Vilardo, Attorney in Fact
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11/29/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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