Sec Form 4 Filing - Howe Scott E @ LiveRamp Holdings, Inc. - 2020-11-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Howe Scott E 2. Issuer Name and Ticker or Trading Symbol LiveRamp Holdings, Inc. [ RAMP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) LIVERAMP HOLDINGS, INC., 225 BUSH STREET, 17TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/22/2020 (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 11/22/2020 F 2,975 ( 1 ) D $ 58.81 1,087,007 D COMMON STOCK, $.10 PAR VALUE 11/23/2020 F 1,891 ( 2 ) D $ 56.12 1,085,116 D COMMON STOCK, $.10 PAR VALUE 11/23/2020 M 123,819 ( 3 ) A $ 13.74 1,208,935 D COMMON STOCK, $.10 PAR VALUE 11/23/2020 M 50,144 ( 3 ) A $ 13.74 1,259,079 D COMMON STOCK, $.10 PAR VALUE 11/23/2020 S 95,483 D $ 56.28 ( 4 ) 1,163,596 D COMMON STOCK, $.10 PAR VALUE 11/23/2020 S 62,579 D $ 57.33 ( 5 ) 1,101,017 D COMMON STOCK, $.10 PAR VALUE 11/23/2020 S 11,293 D $ 58.09 ( 6 ) 1,089,724 D COMMON STOCK, $.10 PAR VALUE 11/23/2020 S 4,608 D $ 58.9 ( 7 ) 1,085,116 D COMMON STOCK, $.10 PAR VALUE 11/24/2020 M 170,962 ( 3 ) A $ 13.74 1,256,078 D COMMON STOCK, $.10 PAR VALUE 11/24/2020 S 138,851 D $ 55.35 ( 8 ) 1,117,227 D COMMON STOCK, $.10 PAR VALUE 11/24/2020 S 32,111 D $ 56.09 ( 9 ) 1,085,116 D COMMON STOCK, $.10 PAR VALUE 3,148.0113 I BY MANAGED ACCOUNT 1

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) $ 13.74 11/23/2020 M 123,819 ( 10 ) 07/20/2021 Common Stock, $.10 Par Value 123,819 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 13.74 11/23/2020 M 50,144 ( 11 ) 07/20/2021 Common Stock, $.10 Par Value 50,144 $ 0 170,962 D Non-Qualified Stock Option (right to buy) $ 13.74 11/24/2020 M 170,962 ( 11 ) 07/20/2021 Common Stock, $.10 Par Value 170,962 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Howe Scott E LIVERAMP HOLDINGS, INC. 225 BUSH STREET, 17TH FLOOR SAN FRANCISCO, CA94104 X CHIEF EXECUTIVE OFFICER Signatures /s/ By: Catherine L. Hughes, Attorney-in-Fact For: Scott E. Howe 11/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on November 22, 2020, when restricted stock units belonging to the reporting person vested. ( 2 )These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on November 23, 2020, when restricted stock units belonging to the reporting person vested. ( 3 )This represents an exercise of the reporting person's stock options that will expire on July 20, 2021. Pursuant to a broker-assisted cashless stock option exercise the net proceeds were used to pay the exercise price, to cover the withholding taxes, and to pay broker fees and commissions. The exercise and related sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 30, 2020. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.86 to $56.86, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.87 to $57.87, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.88 to $58.84, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.89 to $59.09, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.88 to $55.80, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. ( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.91 to $56.71, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. ( 10 )This grant of non-qualified stock options was made pursuant to the 2005 Equity Compensation Plan. Vesting began on July 29, 2012, with 25% of the total becoming vested on that date and 25% each 12 months thereafter until 100% vested. ( 11 )This grant of non-qualified stock options was made pursuant to the 2011 Nonqualified Equity Compensation Plan. Vesting began on July 29, 2012, with 25% of the total becoming vested on that date and 25% each 12 months thereafter until 100% vested.

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 Number.