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 *

LIGGINS ALFRED C
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)
CEO
(Last)          (First)          (Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

6/26/2020
(Street)

 
(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)
Code V Amount (A) or (D) Price
Class D Common Stock 6/26/2020  G  6970 D$0 (1)15668324 (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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This is a filing to disclose a transaction involving a bona fide gift of securities by the reporting person. Price is not applicable to dispositions resulting from bona fide gifts.
(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) 2,010,307 shares of Class B common stock held by the Alfred C. Liggins Revocable Trust; (2) 605,313 shares of Class C common stock held by the Alfred C. Liggins Revocable Trust U/A/D; (3) 920,456 shares of Class C common stock held by the Dynastic Trust U/A/D; (4) 15,605 shares of Class C common stock held by the Hughes-Liggins Co., LLC; (5) 3,318,237 shares of Class D common stock held by Alfred C. Liggins; (6) 3,896,734 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust; (7) 3,012,237 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust U/A/D; (8) 1,519,128 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust UA; (cont.)
(3) (9) 338,808 shares of Class D common stock held by the Dynastic Trust U/A/D; and (10) 31,499 shares of Class D common stock held by the Hughes-Liggins Co., LLC. More information on Mr. Liggins' ownership is included in our most recent proxy filed on April 30, 2021.
(4) This total excludes the number of stock options held. More information on Mr. Liggins' ownership is included in our most recent proxy filed on April 30, 2021

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
LIGGINS ALFRED C

 
XXCEO

Signatures
Karen Wishart4/30/2021
**Signature of Reporting PersonDate

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