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 ^* KANTOR DAVID M	2. Issuer Name and Ticker or Trading Symbol URBAN ONE, INC. [ UONE/UONEK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO, Radio Division
(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		M		139084	A	$0 ⁽¹⁾	272758	D
Class D Common Stock	6/17/2020		S		272758	D	$5.39 ⁽²⁾⁽³⁾	0	D
Class D Common Stock	6/17/2020		M		250981	A	$2.04 ⁽²⁾	250981	D
Class D Common Stock	6/17/2020		M		49019	A	$2.04 ⁽²⁾	300000	D
Class D Common Stock	6/17/2020		M		50000	A	$1.9 ⁽²⁾	350000	D
Class D Common Stock	6/17/2020		M		86774	A	$2.17 ⁽²⁾	436774	D
Class D Common Stock	6/17/2020		S		250981	D	$6.15 ⁽²⁾	185793	D
Class D Common Stock	6/17/2020		S		49019	D	$6.15 ⁽²⁾	136774	D
Class D Common Stock	6/17/2020		S		50000	D	$6.15 ⁽²⁾	86744	D
Class D Common Stock	6/17/2020		S		86774	D	$6.15 ⁽²⁾	0	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)
Stock Option	$2.04	6/17/2020		M			250981	11/5/2015	11/5/2025	Class D Common Stock	250981	$6.15	250981	D
Stock Option	$2.04	6/17/2020		M			49019	11/5/2015	11/5/2025	Class D Common Stock	49019	$6.15	49019	D
Stock Option	$1.9	6/17/2020		M			50000	8/7/2017	8/7/2027	Class D Common Stock	50000	$6.15	50000	D
Stock Option	$2.17	6/17/2020		M			86774	7/5/2019	7/5/2027	Class D Common Stock	86774	$6.15	86774	D

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 195,242 restricted shares of the Company's Class D common stock and the 139,084 represents the retained amounts after the withholding of 56,158 shares for taxes.
(2)	All transactions previously reported on our Form 8-K filed June 17, 2020.
(3)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions. 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KANTOR DAVID M 1010 WAYNE AVENUE 14TH FLOOR SILVER SPRING, MD 20910			CEO, Radio Division