Statement of Changes in Beneficial Ownership (4)

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 ^* HUGHES CATHERINE L	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 __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairperson and Secretary
(Last) (First) (Middle) 1010 WAYNE AVENUE, 14TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 1/6/2020
(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	Code	V	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	1/6/2020		A		247686	A	$1.85 ⁽¹⁾	7503659	D
Class D Common Stock	6/17/2020		S		303488	D	$3.817 ⁽²⁾	7200171	D
Class D Common Stock	6/17/2020		S		77096	D	$4.75 ⁽³⁾	7123075	D
Class D Common Stock	6/22/2020		S		408531	D	$3.13 ⁽⁴⁾	6714544	D
Class D Common Stock	6/23/2020		S		268882	D	$3.14 ⁽⁵⁾	6445662	D
Class A Common Stock	6/23/2020		S		1000	D	$23.69	6444662 ⁽⁶⁾⁽⁷⁾⁽⁸⁾	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 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		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 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	Code	V	(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)	As reported in our Form 10-Q filed November 12, 2019, Form 10K filed April 29, 2020 and Form 10-Q filed represents a grant of restricted stock units under the Urban One, Inc. 2019 Equity and Other Incentive Plan. The grants were effective June 12, 2019 and vested on January 6, 2020. The grant was for 393,685 restricted shares of the Company's Class D common stock and the 247,686 represents the retained amounts after the withholding of 145,999 shares for taxes.
(2)	As previously reported on our Form 8-K filed June 22, 2020. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.325 to $4.315, inclusive. 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.
(3)	As previously reported on our Form 8-K filed June 22, 2020. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $4.32 to $5.16, inclusive. 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 price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.00 to $3.45, inclusive. 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.
(5)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $3.00 to $3.34, inclusive. 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.
(6)	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: (1) no shares of Class A common stock, the sales reported herein represented a complete disposition of his Class A holdings, (2) 851,536 shares of Class B common stock held by the Hughes Revocable Trust; (3) 247,366 shares of Class C common stock held by the 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) 15,605 shares of Class C common stock held by the Hughes-Liggins Co., LLC; (6) 940,754 shares of Class D common stock held by Catherine Hughes; (7) 1,015,937 shares of Class D common stock held by the Hughes Revocable Trust; (8) 494,732 shares of Class D common stock held by the Hughes Revocable Trust U/A/D; (9) 1,749,464 shares of Class D common stock held by the Hughes Revocable Trust UA;
(7)	CONTINUED (10) 520,404 shares of Class D common stock held by the Dynastic Trust U/A/D; and (11) 31,499 shares of Class D common stock held by the Hughes-Liggins Co., LLC. More information on Ms. Hughes' ownership is included in our most recent proxy filed April 29, 2020.
(8)	This total does not include options to purchase 878,744 shares of Class D common stock held by Ms. Hughes. Mr. Hughes holds options for 293,000 Class D shares with an exercise price of $2.75 per share, options for 199,836 Class D shares with an exercise price of $1.90 per share, options for 210,937 Class D shares with an exercise price of $1.80 per share, and options for 174,971 Class D shares with an exercise price of $2.17 per share.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HUGHES CATHERINE L 1010 WAYNE AVENUE 14TH FLOOR SILVER SPRING, MD 20910	X	X	Chairperson and Secretary