Sec Form 4 Filing - JONES JERRY C @ LiveRamp Holdings, Inc. - 2019-02-15

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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/YY) 02/15/2019 (Street) SAN FRANCISCO, CA94104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 COMMON STOCK, $.10 PAR VALUE 02/15/2019 M 15,624 A $ 17.49 231,710 D COMMON STOCK, $.10 PAR VALUE 02/15/2019 M 17,770 A $ 21.17 249,480 D COMMON STOCK, $.10 PAR VALUE 02/15/2019 F 19,297 ( 1 ) D $ 52.64 230,183 D COMMON STOCK, $.10 PAR VALUE 5,194.8588 I BY MANAGED ACCOUNT 1 COMMON STOCK, $.10 PAR VALUE 3,998.5628 I BY MANAGED ACCOUNT 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 02/15/2019 M 15,624 ( 2 ) 05/20/2025 COMMON STOCK, $.10 PAR VALUE 15,624 $ 0 5,209 D Non-Qualified Stock Option (right to buy) $ 21.17 02/15/2019 M 17,770 ( 3 ) 05/20/2024 COMMON STOCK, $.10 PAR VALUE 17,770 $ 0 0 D

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, CA94104 CHIEF ETHICS & LEGAL OFFICER Signatures /s/ By: Catherine L. Hughes, Attorney-in-Fact For: Jerry C. Jones 02/19/2019 Signature of Reporting Person Date

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.

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