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 * ARMSTRONG D GEOFFREY	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                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 5900 PRINCESS GARDEN PARKWAY, 7TH FL	3. Date of Earliest Transaction (MM/DD/YYYY) 6/16/2021
(Street) LANHAM, MD 20706 (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	6/16/2021		A		9124	A	(1)	196041	D
Class D Common Stock	6/17/2021		A		12500	A	(1)	208541 (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)	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 208,541 shares of Urban One, Inc. common stock as follows: (1) 10,000 shares of Class A common stock; and (2) 198,541 shares of Class D common stock.
(3)	This total includes options to purchase 30,120 shares of Class D common stock held by Mr. Armstrong, with an exercise price of $0.83 per share.
(4)	This total is adjusted from the Form 4 previously filed on May 20, 2021 as the following options included in the total have expired: 22,935 Class D shares with an exercise price of $1.09 per share.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ARMSTRONG D GEOFFREY 5900 PRINCESS GARDEN PARKWAY 7TH FL LANHAM, MD 20706	X

Signatures
Karen Wishart		6/21/2021
**Signature of Reporting Person		Date