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SEC FORM 4 SEC Form 4

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^*

Fine Capital Partners, L.P.

(Last)

(First)

(Middle)

590 MADISON AVENUE

5TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RADIO ONE INC [ ROIAK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class D Common Stock, par value $.001 per share	11/19/2008		S		115,000	D	$0.1824	8,337,898⁽¹⁾	I	See Footnote⁽²⁾
Class D Common Stock, par value $.001 per share	11/19/2008		S		425,000	D	$0.18	7,912,898⁽¹⁾	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Fine Capital Partners, L.P.

(Last)

(First)

(Middle)

590 MADISON AVENUE

5TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Fine Capital Advisors, LLC

(Last)

(First)

(Middle)

590 MADISON AVENUE

5TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Fine Debra

(Last)

(First)

(Middle)

590 MADISON AVENUE

5TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that (i) Fine Capital Partners, L.P. ("Capital Partners"), (ii) Fine Capital Advisors, LLC ("Capital Advisors") or (iii) Debra Fine is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the Class D common stock of Radio One, Inc. (the "Common Stock") held by (a) Dekel Partners, L.P. ("Dekel"), (b) Noga Partners, L.P. ("Noga"), (c) Fine Partners I, L.P. ("Fine Partners", together with Dekel and Noga, the "Funds"). Pursuant to Rule 16a-1, each of Capital Partners, Capital Advisors and Debra Fine disclaim such beneficial ownership beyond their pecuniary interest in the Funds.

2. Capital Partners, and its general partner, Capital Advisors, indirectly hold shares of Common Stock on behalf of the Funds. Debra Fine reports the shares of Common Stock held indirectly by Capital Advisors because, as the manager of Capital Advisors at the time of sale, she controlled the disposition and voting of the shares of Common Stock.

	/s/ Debra Fine, manager of Fine Capital Partners, L.P.	11/21/2008
	/s/ Debra Fine, manager of Fine Capital Advisors, LLC	11/21/2008
	/s/ Debra Fine	11/21/2008
	** 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.
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