UONE Urban One Inc

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) 5900 PRINCESS GARDEN PARKWAY 8TH FL	3. Date of Earliest Transaction (MM/DD/YYYY) 10/18/2019
(Street) LANHAM, MD 20706 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 11/17/2020	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	10/18/2019		G		90900	A	(1)	6353762 (2)(3)(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 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)	This amendment corrects two errors in reporting. On October 18, 2019, the reporting person made a charitable gift of 90,900 shares. This gift was previously omitted from reporting and the gift of the shares was not reflected in the aggregate number of shares held by the reporting person as of the last report. The second error was that the number of shares held directly by the reporting person was overstated by 547,195 shares in item (6) of the inventory noted below. The itemization incorrectly stated 940,754 shares of Class D common stock were held by Catherine Hughes while the correct number was 393,559. Both corrections are reflected in the aggregate share number of 6,353,762 above.
(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 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) 302,659 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; (cont.)
(3)	(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 on April 29, 2020.
(4)	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
	Director	10% Owner	Officer	Other
HUGHES CATHERINE L 5900 PRINCESS GARDEN PARKWAY 8TH FL LANHAM, MD 20706	X	X	Chairperson and Secretary

Signatures
Karen Wishart		11/17/2020
**Signature of Reporting Person		Date