Urban One SC 13G/A / TCS CAPITAL MANAGEMENT ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)¹

Urban One, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

91705J105

(CUSIP Number)

November 22, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 91705J105


	1	NAME OF REPORTING PERSON

			ERIC SEMLER
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			7	SOLE DISPOSITIVE POWER

					- 0 -
			8	SHARED DISPOSITIVE POWER

					- 0 -
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			IN

CUSIP No. 91705J105


	1	NAME OF REPORTING PERSON

			TCS CAPITAL MANAGEMENT, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			DELAWARE
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			7	SOLE DISPOSITIVE POWER

					- 0 -
			8	SHARED DISPOSITIVE POWER

					- 0 -
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			IA

CUSIP No. 91705J105


	1	NAME OF REPORTING PERSON

			TCS CAPITAL ADVISORS, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	CITIZENSHIP OR PLACE OF ORGANIZATION

			NEW YORK
NUMBER OF			5	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			6	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			7	SOLE DISPOSITIVE POWER

					- 0 -
			8	SHARED DISPOSITIVE POWER

					- 0 -
	9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			- 0 -
	10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				☐


	11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

			0%
	12	TYPE OF REPORTING PERSON

			OO

CUSIP No. 91705J105

This Amendment No. 3 to Schedule 13G (this “Amendment No. 3”) is being filed on behalf of TCS Capital Management, LLC, a Delaware limited liability company (“TCS Management”), TCS Capital Advisors, LLC, a New York limited liability company (“TCS Advisors”), and Eric Semler (together with TCS Management and TCS Advisors, the “Reporting Persons”). This Amendment No. 3 relates to Class A Common Stock, par value $0.001 per share (the “Common Stock”), of Urban One, Inc., a Delaware corporation (the “Issuer”).

Item 1(a).

Name of Issuer:

Urban One, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1010 Wayne Avenue, 14^th Floor

Silver Spring, Maryland 20910

Item 2(a).

Name of Person Filing:

(1)

TCS Capital Management, LLC

(2)

TCS Capital Advisors, LLC

(3)

Eric Semler

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal office of each of the Reporting Persons is 500 Seventh Avenue, 8^th Floor, New York, NY 10027.

Item 2(c).

Citizenship:

(1)

TCS Capital Management, LLC is a Delaware limited liability company.

(2)

TCS Capital Advisors, LLC is a New York limited liability company.

(3)

Eric Semler is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

Class A Common Stock, par value $0.001 per share

Item 2(e).

CUSIP Number:

91705J105

CUSIP No. 91705J105

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

	/x/	Not applicable.

(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.

(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.

(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j)	/ /	Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).

(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership.

As of the close of business on November 22, 2024, the Reporting Persons no longer beneficially owned any shares of Common Stock of the Issuer.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the shares of Common Stock, check the following [X].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

CUSIP No. 91705J105

Item 8.

Identification and Classification of Members of the Group.

See Exhibit 99.1 to the initial Schedule 13G filed by the Reporting Persons on January 25, 2021.

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 91705J105

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 26, 2024	TCS CAPITAL ADVISORS, LLC

	By:	TCS CAPITAL MANAGEMENT, LLC its investment advisor

	By:	/s/ Eric Semler
		Name:	Eric Semler
		Title:	Managing Member

TCS CAPITAL MANAGEMENT, LLC

By:	/s/ Eric Semler
	Name:	Eric Semler
	Title:	Managing Member

	/s/ Eric Semler
	ERIC SEMLER

Urban One (UONE) SC 13G/AURBAN ONE / TCS CAPITAL MANAGEMENT ownership change