UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Information
Statement Pursuant to Rules 13d-1 and 13d-2
Under
the Securities Exchange Act of 1934
(Amendment
No. 3 )*
Radio
One, Inc.
(Name of
Issuer)
Class D
Common Stock, $0.001 par value
(Title of Class of Securities)
75040P405
(CUSIP Number)
December
31, 2009
Date of Event Which Requires Filing of the Statement
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
|
[ ]
|
Rule
13d-1(b)
|
|
[X]
|
Rule
13d-1(c)
|
|
[ ]
|
Rule
13d-1(d)
|
*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. 75040P405
|
13G
|
Page
2 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Advisors LLC
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
80
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 0.1%1
|
||
|
12.
|
TYPE
OF REPORTING PERSON
IA;2 OO;
HC
|
||
|
CUSIP
NO. 75040P405
|
13G
|
Page
3 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Holdings II LP
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
80
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 0.1%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
||
|
CUSIP
NO. 75040P405
|
13G
|
Page
4 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Derivatives Trading Ltd.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands company
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
80
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 0.1%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
||
|
CUSIP
NO. 75040P405
|
13G
|
Page
5 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Equity Fund Ltd.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
80
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 0.1%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
||
|
CUSIP
NO. 75040P405
|
13G
|
Page
6 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Securities LLC
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
80
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 0.1%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
BD;
OO
|
||
|
CUSIP
NO. 75040P405
|
13G
|
Page
7 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Holdings I LP
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
80
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 0.1%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
||
|
CUSIP
NO. 75040P405
|
13G
|
Page
8 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Investment Group II, L.L.C.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
80
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 0.1%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
||
|
CUSIP
NO. 75040P405
|
13G
|
Page
9 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth
Griffin
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
80
shares
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above.
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less
than 0.1%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
IN;
HC
|
||
|
CUSIP
NO. 75040P405
|
13G
|
Page
10 of 13 Pages
|
|
Item
1(a)
|
Name
of Issuer
|
|
|
Radio
One, Inc.
|
|
Item
1(b)
|
Address
of Issuer's Principal Executive
Offices
|
|
|
5900
Princess Garden Parkway, 7th
Floor, Lanham, Maryland 20706
|
|
Item
2(a)
|
Name
of Person Filing
|
|
|
This
Schedule 13G/A is being jointly filed by Citadel Advisors LLC (“Citadel
Advisors”), Citadel Holdings II LP (“CH-II”), Citadel Derivatives Trading
Ltd. (“CDT”), Citadel Equity Fund Ltd. (“CEF”), Citadel Securities LLC
(“Citadel Securities”), Citadel Holdings I LP (“CH-I”), Citadel Investment
Group II, L.L.C. (“CIG-II”), and Mr. Kenneth Griffin (collectively with
Citadel Advisors, CH-II, CDT, CEF, Citadel Securities, CH-I and CIG-II,
the “Reporting Persons”) with respect to shares of Common Stock of the
above-named issuer owned by Citadel
Securities.
|
|
|
Citadel
Advisors is the investment manager for CEF, and the portfolio manager for
CDT. CH-II is the managing member of Citadel
Advisors. CH-I is the non-member manager of Citadel
Securities. CIG-II is the general partner of CH-I and
CH-II. Mr. Griffin is the President and Chief Executive Officer
of, and owns a controlling interest in,
CIG-II.
|
|
Item
2(b)
|
Address
of Principal Business Office
|
|
|
The
address of the principal business office of each of the Reporting Persons
is c/o Citadel Investment Group, L.L.C., 131 S. Dearborn Street, 32nd
Floor, Chicago, Illinois 60603.
|
|
Item
2(c)
|
Citizenship
|
|
|
Each
of Citadel Advisors, Citadel Securities and CIG-II is organized as a
limited liability company under the laws of the State of
Delaware. Each of CH-II and CH-I is organized as a limited
partnership under the laws of the State of Delaware. Each of
CDT and CEF is organized as a limited company under the laws of the Cayman
Islands. Mr. Griffin is a U.S.
citizen.
|
|
Item
2(d)
|
Title
of Class of Securities
|
|
|
Class
D Common Stock, par value $0.001
|
|
Item
2(e)
|
CUSIP
Number
|
|
|
75040P405
|
|
Item
3
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is
a:
|
|
|
(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;
|
|
CUSIP
NO. 75040P405
|
13G
|
Page
11 of 13 Pages
|
|
|
(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)
|
[__]
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
If filing
as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution: ____________.
|
Item
4
|
Ownership
|
|
|
(a)
|
The
Reporting Persons may be deemed to beneficially own 80 shares of Common
Stock.
|
|
|
(b)
|
The
number of shares the Reporting Persons may be deemed to beneficially own
constitutes less than 0.1% of the Common Stock
outstanding.
|
|
|
(c)
|
Number
of shares as to which such Reporting Persons
have:
|
|
|
(i)
|
sole
power to vote or to direct the
vote: 0
|
|
|
(ii)
|
shared
power to vote or to direct the
vote: 80
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition
of: 0
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition
of: 80
|
|
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 person has ceased to be the beneficial owner of more
than 5 percent of the class of securities, check the following x.
|
|
Item
6
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
|
|
Not
Applicable
|
|
CUSIP
NO. 75040P405
|
13G
|
Page
12 of 13 Pages
|
|
Item
7
|
Identification
and Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding
Company
|
|
|
See
Item 2 above
|
|
Item
8
|
Identification
and Classification of Members of the
Group
|
|
|
Not
Applicable
|
|
Item
9
|
Notice
of Dissolution of Group
|
|
|
Not
Applicable
|
|
Item
10
|
Certification
|
|
|
By
signing below I certify that, to the best of my 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. 75040P405
|
13G
|
Page
13 of 13 Pages
|
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated
this 16th day of
February, 2010.
|
CITADEL ADVISORS
LLC
By: Citadel Holdings II
LP,
its Managing
Member
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
CITADEL HOLDINGS II
LP
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
|
CITADEL DERIVATIVES TRADING
LTD.
By: Citadel Advisors
LLC,
its Portfolio
Manager
By: Citadel Holdings II
LP,
its Managing
Member
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
CITADEL EQUITY FUND
LTD.
By: Citadel Advisors
LLC,
its Investment
Manager
By: Citadel Holdings II
LP,
its Managing
Member
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
|
CITADEL SECURITIES
LLC
By: Citadel Holdings I
LP,
its Non-Member
Manager
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
CITADEL HOLDINGS I
LP
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
|
CITADEL INVESTMENT GROUP II,
L.L.C.
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
|
KENNETH
GRIFFIN
By: /s/
John C. Nagel
John C. Nagel,
attorney-in-fact*
|
|
*
|
John
C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney previously filed with the Securities and
Exchange Commission on February 24, 2006, and hereby incorporated by
reference herein. The power of attorney was filed as an attachment to a
filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel
Group Co.
|
EXHIBIT
99.1
JOINT FILING
AGREEMENT
The undersigned hereby agree that the
Statement on Schedule 13G/A filed herewith (and any amendments thereto),
relating to the Common Stock, $0.001 par value, of Radio One, Inc., a Delaware corporation, is being filed
jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c)
under the Securities Exchange Act of 1934, as amended, on behalf of each of the
undersigned.
This Agreement may be executed in
counterparts and each of such counterparts taken together shall constitute one
and the same instrument.
Dated
this 16th day of
February, 2010.
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CITADEL ADVISORS
LLC
By: Citadel Holdings II
LP,
its Managing
Member
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
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CITADEL HOLDINGS II
LP
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
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CITADEL DERIVATIVES TRADING
LTD.
By: Citadel Advisors
LLC,
its Portfolio
Manager
By: Citadel Holdings II
LP,
its Managing
Member
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
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CITADEL EQUITY FUND
LTD.
By: Citadel Advisors
LLC,
its Investment
Manager
By: Citadel Holdings II
LP,
its Managing
Member
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
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CITADEL SECURITIES
LLC
By: Citadel Holdings I
LP,
its Non-Member
Manager
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
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CITADEL HOLDINGS I
LP
By: Citadel Investment Group II,
L.L.C.,
its General
Partner
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
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CITADEL INVESTMENT GROUP II,
L.L.C.
By: /s/
John C. Nagel
John C. Nagel, Authorized
Signatory
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KENNETH
GRIFFIN
By: /s/
John C. Nagel
John C. Nagel,
attorney-in-fact*
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*
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John
C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney previously filed with the Securities and
Exchange Commission on February 24, 2006, and hereby incorporated by
reference herein. The power of attorney was filed as an attachment to a
filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel
Group Co.
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