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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

JONES JERRY C 		2. Issuer Name and Ticker or Trading Symbol

LiveRamp Holdings, Inc. [ RAMP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CHIEF ETHICS & LEGAL OFFICER
(Last)          (First)          (Middle)

LIVERAMP HOLDINGS, INC., 225 BUSH STREET, 17TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2019
(Street)

SAN FRANCISCO, CA 94104
(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
COMMON STOCK, $.10 PAR VALUE   2/15/2019     M    15624   A $17.49   231710   D    
COMMON STOCK, $.10 PAR VALUE   2/15/2019     M    17770   A $21.17   249480   D    
COMMON STOCK, $.10 PAR VALUE   2/15/2019     F    19297   (1) D $52.64   230183   D    
COMMON STOCK, $.10 PAR VALUE                  5194.8588   I   BY MANAGED ACCOUNT 1  
COMMON STOCK, $.10 PAR VALUE                  3998.5628   I   BY MANAGED ACCOUNT 2  

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
Non-Qualified Stock Option (right to buy)   $17.49   2/15/2019     M         15624      (2) 5/20/2025   COMMON STOCK, $.10 PAR VALUE   15624   $0   5209   D    
Non-Qualified Stock Option (right to buy)   $21.17   2/15/2019     M         17770      (3) 5/20/2024   COMMON STOCK, $.10 PAR VALUE   17770   $0   0   D    

Explanation of Responses:
(1)  These shares were withheld by the issuer to satisfy the reporting person's exercise cost and tax obligations that arose on February 15, 2019, when the reporting person exercised stock options.
(2)  This non-qualified stock option was granted on May 20, 2015, with incremental vesting over four years beginning May 20, 2016, with 25% of the total becoming vested on that date and 25% each 12 months thereafter with the final vesting to occur on May 20, 2019.
(3)  This non-qualified stock option was granted on May 20, 2014, with incremental vesting over four years beginning May 20, 2015, with 25% of the total becoming vested on that date and 25% each 12 months thereafter. The final vesting occurred on May 20, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JONES JERRY C
LIVERAMP HOLDINGS, INC.
225 BUSH STREET, 17TH FLOOR
SAN FRANCISCO, CA 94104

CHIEF ETHICS & LEGAL OFFICER

Signatures
/s/ By: Catherine L. Hughes, Attorney-in-Fact For: Jerry C. Jones 2/19/2019
** 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 control number.
LiveRamp (NYSE:RAMP)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more LiveRamp Charts.
LiveRamp (NYSE:RAMP)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more LiveRamp Charts.