Statement of Changes in Beneficial Ownership (4)
June 29 2020 - 3:33PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
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ARMSTRONG D GEOFFREY |
2. Issuer Name and Ticker or Trading Symbol
URBAN ONE, INC.
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UONE/UONEK
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1010 WAYNE AVENUE, 14TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/16/2020 |
(Street)
SILVER SPRING, MD 20910
(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 | 6/16/2020 | | A | | 11628 | A | $0 (1) | 307650 | D | |
Class D Common Stock | 6/17/2020 | | A | | 12500 | A | $0 (1) | 320150 | D | |
Class D Common Stock | 6/17/2020 | | S | | 75000 | D | $2.73 | 245150 (2)(3)(4) | D | |
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) | 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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Represents vesting of a grant of restricted stock units pursuant to our director compensation policy, our non-employee directors each receive $50,000 of restricted stock units which vest over a two-year period. The number of shares was determined by dividing the closing price of our Class D common stock on the date of the applicable annual meeting into $50,000. |
(2) | 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 245, 150 shares of Urban One, Inc. common stock as follows: (1) 10,000 shares of Class A common stock; and (2) 235,150 shares of Class D common stock. |
(3) | This total does not include options to purchase 66,424 shares of Class D common stock held by Mr. Armstrong. Mr. Armstrong holds options for 22,935 Class D shares with an exercise price of $1.09 per share, options for 13,369 Class D shares with an exercise price of $1.87 per share, and options for 30,120 Class D shares with an exercise price of $0.83 per share. |
(4) | Transactions previously reported on our Form 8-K filed June 17, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ARMSTRONG D GEOFFREY 1010 WAYNE AVENUE 14TH FLOOR SILVER SPRING, MD 20910 | X |
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Signatures
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Karen Wishart, Attorney-In-Fact | | 6/29/2020 |
**Signature of Reporting Person | Date |
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