SEC Form 4: Eric Semler bought $2,489,090 worth of Class A Common Stock (396,712 units at $6.27) and bought $329,347 worth of Class D Common Stock (218,811 units at $1.51)
$UONE
Broadcasting
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
URBAN ONE, INC. [ UONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/06/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 A Common Stock, $0.001 par value(1)(2) | 01/06/2021 | P | 29,871 | A | $5.1577 | 508,639 | I | By TCS Capital Advisors, LLC(3) | ||
| Class A Common Stock, $0.001 par value(1)(2) | 01/07/2021 | P | 66,841 | A | $6.5562 | 575,480 | I | By TCS Capital Advisors, LLC(3) | ||
| Class A Common Stock, $0.001 par value(1)(2) | 01/19/2021 | P | 100,000 | A | $6.5743 | 675,480 | I | By TCS Capital Advisors, LLC(3) | ||
| Class A Common Stock, $0.001 par value(1)(2) | 01/07/2021 | P | 200,000 | A | $6.809 | 200,000 | D | |||
| Class D Common Stock, $0.001 par value(1)(2) | 01/06/2021 | P | 79,546 | A | $1.3782 | 2,081,932 | I | By TCS Capital Advisors, LLC(3) | ||
| Class D Common Stock, $0.001 par value(1)(2) | 01/07/2021 | P | 39,265 | A | $1.4199 | 2,121,197 | I | By TCS Capital Advisors, LLC(3) | ||
| Class D Common Stock, $0.001 par value(1)(2) | 01/19/2021 | P | 100,000 | A | $1.7174 | 2,221,197 | I | By TCS Capital Advisors, LLC(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by TCS Capital Management, LLC ("TCS Management"), TCS Capital Advisors, LLC ("TCS Advisors") and Eric Semler (collectively, the "Reporting Persons"). |
| 2. Each Reporting Person may be deemed to be a member of a "group" that owns more than 10% of the Issuer's outstanding shares of Class A Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 3. Securities held directly by TCS Advisors. TCS Management, as the investment advisor of TCS Advisors, may be deemed to beneficially own the securities held directly by TCS Advisors. Mr. Semler, as the managing member of TCS Management, may be deemed to beneficially own the securities held directly by TCS Advisors. |
| /s/ Eric Semler | 01/26/2021 | |
| TCS Capital Management, LLC, By: /s/ Eric Semler, Managing Member | 01/26/2021 | |
| TCS Capital Advisors, LLC, By: /s/ Eric Semler, Managing Member | 01/26/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||