SEC Form 4/A · accession 0001209191-18-046859
URBAN ONE, INC. · UONEK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Catherine L Hughes
Officer — Chairperson and Secretary · Director · 10% Owner
Period of report
Aug 15, 2018
Accepted (ET)
Aug 15, 2018 · 5:20 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 C Common StockF1 | Jun 1, 2018 | M | 600,000 | $1.41 | A | 8,166,830 | D | |
| Class D Common Stock | Jun 1, 2018 | F | 508,243 | $2.00 | D | 7,658,587 | D | |
| Class D Common StockF4 | Jun 1, 2018 | J | 91,757 | $2.00 | D | 7,566,830 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option | $1.41 | Jun 1, 2018 | M | 600,000 | D | Jun 5, 2008 | Jun 5, 2018 | Class D Common Stock | 600,000 | 0 | D |
Explanation of responses
- F1This Form 4/A is being filed to add the line reporting the acquisition of 600,000 shares of Class D Common Stock upon the exercise of the reported stock option prior to disposition of the shares to the issuer in two previously reported transactions.
- F2Represents shares tendered to the issuer in payment of stock option exercise price and to satisfy withholding obligations.
- F3Represents a disposition of the shares to the issuer in exchange for cash at the fair market value of $2.00 per share on the date of repurchase by the issuer.
- F4The 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 7,566,830 shares of Urban 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; and (6) 5,326,763 shares of Class D common stock, including 492,866 shares of Class D common stock obtainable upon the exercise of stock options. More information on Ms. Hughes ownership is included in our most recent proxy filed April 30, 2018.