Statement of Changes in Beneficial Ownership (4)

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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3235-0287

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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) 5/18/2021
(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	5/18/2021		M		21929	D	(1)	245150	D
Class D Common Stock	5/18/2021		S		35298	D	$3.59	209852 (2)(3)	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 Unit	$0	5/18/2021		M			21929	(4)	(5)	Class D common stock	21929	$0	0	D
Stock Option to purchase Class D Common Stock	$1.87	5/18/2021		A			13369	6/6/2011	6/6/2021	Class D common stock	13369	$0	13369	D

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 209,852 shares of Urban One, Inc. common stock as follows: (1) 10,000 shares of Class A common stock; and (2) 199,852 shares of Class D common stock.
(3)	This total includes options to purchase 53,055 shares of Class D common stock held by Mr. Armstrong. Mr. Armstrong holds options for 22.935 Class D shares with an exercise price of $1.09 per share, and options for 30,120 Class D shares with an exercise price of $0.83 per share.
(4)	Represents a grant of restricted stock units under the company's board compensation plan. On June 14, 2013, Mr. Armstrong was granted 21,929 shares of restricted Class D common stock in accordance with our board compensation policy. The number of shares was determined by dividing $2.28, the closing price of our Class D common stock on June 14, 2013 into $50,000 and vested in equal parts over a two year period.
(5)	Not applicable

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		5/18/2021
**Signature of Reporting Person		Date