SEC Form 4 · accession 0001209191-17-049720
URBAN ONE, INC. · UONEK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Catherine L Hughes
Officer — Chairperson and Secretary · Director · 10% Owner
Period of report
Aug 7, 2017
Accepted (ET)
Aug 21, 2017 · 4:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001041657
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class D Common StockF1 | Aug 7, 2017 | A | 449,630 | $1.90 | A | 7,237,769 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionF3,F2,F4,F5 | $1.90 | Aug 7, 2017 | A | 199,836 | A | Aug 7, 2018 | Aug 7, 2028 | Class D | 199,836 | 7,437,605 | D |
Explanation of responses
- F1The total represents all shares held by the reporting person across all classes of Radio One Inc. stock, Classes A, B, C and D. The reporting person beneficially owns a total of 7,237,769 shares of Radio One, Inc. stock as follows: (1) 1,000 shares of Class A common stock held by Catherine L. Hughes; (2) 851,536 shares of Class B common stock held by the Catherine L. Hughes Revocable Trust; (3) 247,366 shares of Class C common stock held by the Catherine L. 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) 3,260,133 shares of Class D common stock held by the Catherine L. Hughes Revocable Trust; (7) 520,404 shares of Class D common stock held by the Catherine L. Hughes Trust U/A/D; (8) 31,499 shares of Class D common stock held by the Hughes-Liggins Co. LLC; and (9) 1,186,666 shares of Class D common stock held by Catherine L. Hughes.
- F2Determined based on $1.90 closing price on August 7, 2017 and application of Black Scholes modeling factor.
- F3Options to purchase Class D common stock that will vest in increments of 33.33% over three years.
- F4The total represents all shares held by the reporting person across all classes of Radio One Inc. stock, Classes A, B, C and D. The reporting person beneficially owns a total of 7,437,605 shares of Radio One, Inc. stock as follows: (1) 1,000 shares of Class A common stock held by Catherine L. Hughes; (2) 851,536 shares of Class B common stock held by the Catherine L. Hughes Revocable Trust; (3) 247,366 shares of Class C common stock held by the Catherine L. 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) 3,260,133 shares of Class D common stock held by the Catherine L. Hughes Revocable Trust; (7) 520,404 shares of Class D common stock held by the Catherine L. Hughes Trust U/A/D; (8) 31,499 shares of Class D common stock held by the Hughes-Liggins Co. LLC; and (9) 1,186,666 shares of Class D common stock held by Catherine L. Hughes;
- F5CONTINUED: (10) options to purchase 199,836 shares of Class D common stock as reported on Form 8K on August 17, 2017