Statement of Changes in Beneficial Ownership (4)
16 January 2021 - 9:20AM
Edgar (US Regulatory)
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
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)
1/6/2021 |
(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 | 1/6/2021 | | M | | 281520 | A | (1) | 6635282 (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 |
Class D Common Stock | $0 | 1/6/2021 | | M | | 281520 | | (5) | (6) | Class D Common Stock | 281520 | $0 | 0 | D | |
Class D Common Stock | $2 | 1/6/2021 | | A | | 189843 | | 1/6/2021 | 6/5/2030 | Class D Common Stock | 189843 | $0 | 189843 | D | |
Explanation of Responses: |
(1) | Restricted stock units convert into common stock on a one-for-one basis. |
(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) 584,179 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; (cont.) |
(3) | (9) 1,749,464 shares of Class D common stock held by the Hughes Revocable Trust UA; (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 April 29, 2020. |
(4) | This total does not include options to purchase 878,744 shares of Class D common stock held by Ms. Hughes. Ms. 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. |
(5) | Represents a grant of restricted stock units under the Urban One, Inc. 2019 Equity and Other Incentive Plan. On June 12, 2019 the Compensation Committee granted Ms. Hughes 427,148 restricted shares of Class D Common Stock and stock options to purchase 189,843 shares of Class D Common Stock. The grants were effective June 5, 2020 and vested on January 6, 2021. On the vesting date, 145,628 shares were withheld to cover income taxes attributable to the vesting. |
(6) | Not applicable |
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 | | 1/15/2021 |
**Signature of Reporting Person | Date |
Urban One (NASDAQ:UONE)
Historical Stock Chart
From Apr 2024 to May 2024
Urban One (NASDAQ:UONE)
Historical Stock Chart
From May 2023 to May 2024