Amended Statement of Changes in Beneficial Ownership (4/a)

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 * LIGGINS ALFRED C	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) CEO
(Last)          (First)          (Middle)	3. Date of Earliest Transaction (MM/DD/YYYY) 9/27/2022
(Street)   (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 9/29/2022	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	9/27/2022		A		336602 (1)	A	$0	12453245	D
Class D Common Stock	9/27/2022		F		128391 (2)	D	$4.23	12324854 (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
Restricted Stock Units (Class A)	$0	9/27/2022		A		468750		1/5/2025	(5)	Class A Common Stock	468750	$0	468750	D
Stock Option (Class D)	$4.23	9/27/2022		A		169503		9/27/2022	9/26/2032	Class D Common Stock	169503	$0	2049149	D
Stock Option (Class D)	$4.23	9/27/2022		A		156250		1/5/2025	9/26/2032	Class D Common Stock	156250	$0	2205399	D

Explanation of Responses:
(1)	Award vested immediately upon pricing.
(2)	Amendment updates shares withheld for tax which were estimated for timely filing and understated shares withheld by 179 shares.
(3)	Urban One, Inc. has four classes of stock, Classes A, B, C, and D. Across all classes the reporting persons owns Urban One, Inc. stock as follows: (1) 620,918 shares of Class A common stock (exclusive of the Class A RSUs reported herein); (2) 2,010,307 shares of Class B common stock held by the Alfred C. Liggins Revocable Trust; (3) 920,456 shares of Class C common stock held by the Dynastic Trust U/A/D; (4) 3,526,448 shares of Class D common stock held by Alfred C. Liggins; (5) 3,896,734 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust; (continued in next footnote)
(4)	(continued from previous footnote) (6) 3,012,237 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust U/A/D; (7) 1,519,128 shares of Class D common stock held by the Alfred C. Liggins Revocable Trust UA; (8) 338,808 shares of Class D common stock held by the Dynastic Trust U/A/D; and (9) 31,499 shares of Class D common stock held by the Hughes-Liggins Co., LLC. The reporting person also holds the derivative securities reported in Table II.
(5)	No expiration date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LIGGINS ALFRED C	X	X	CEO

Signatures
Karen Wishart, Attorney-in-Fact		9/30/2022
**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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