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 ^* SEMLER ERIC	2. Issuer Name and Ticker or Trading Symbol URBAN ONE, INC. [ UONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O TCS CAPITAL MANAGEMENT, LLC, 142 WEST 57TH STREET, 11TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 5/27/2021
(Street) NEW YORK, NY 10019 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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 A Common Stock, $0.001 par value ⁽¹⁾⁽²⁾								675480	I	By TCS Capital Advisors, LLC ⁽³⁾
Class A Common Stock, $0.001 par value ⁽¹⁾⁽²⁾								200000	D
Class D Common Stock, $0.001 par value ⁽¹⁾⁽²⁾	5/27/2021		P		448000	A	$4.0449	2669197	I	By TCS Capital Advisors, LLC ⁽³⁾
Class D Common Stock, $0.001 par value ⁽¹⁾⁽²⁾	5/27/2021		P		118938	A	$3.6417	2788135	I	By TCS Capital Advisors, LLC ⁽³⁾
Class D Common Stock, $0.001 par value ⁽¹⁾⁽²⁾	5/28/2021		P		400000	A	$4.6913	3188135	I	By TCS Capital Advisors, LLC ⁽³⁾
Class D Common Stock, $0.001 par value ⁽¹⁾⁽²⁾	6/1/2021		P		39900	A	$4.8712	3228035	I	By TCS Capital Advisors, LLC ⁽³⁾

*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)	This Form 4 is filed jointly by TCS Capital Management, LLC ("TCS Management"), TCS Capital Advisors, LLC ("TCS Advisors") and Eric Semler (collectively, the "Reporting Persons").
(2)	Each Reporting Person may be deemed to be a member of a "group" that owns more than 10% of the Issuer's outstanding shares of Class A Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(3)	Securities held directly by TCS Advisors. TCS Management, as the investment advisor of TCS Advisors, may be deemed to beneficially own the securities held directly by TCS Advisors. Mr. Semler, as the managing member of TCS Management, may be deemed to beneficially own the securities held directly by TCS Advisors.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SEMLER ERIC C/O TCS CAPITAL MANAGEMENT, LLC 142 WEST 57TH STREET, 11TH FLOOR NEW YORK, NY 10019		X
TCS CAPITAL MANAGEMENT LLC 142 WEST 57TH STREET 11TH FLOOR NEW YORK, NY 10019		X
TCS Capital Advisors, LLC 142 WEST 57TH STREET, 11TH FLOOR NEW YORK, NY 10019		X

Signatures
/s/ Eric Semler		6/1/2021
^**Signature of Reporting Person		Date
TCS Capital Management, LLC, By: /s/ Eric Semler, Managing Member		6/1/2021
^**Signature of Reporting Person		Date
TCS Capital Advisors, LLC, By: /s/ Eric Semler, Managing Member		6/1/2021
^**Signature of Reporting Person		Date