SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Panama Diego

(Last) (First) (Middle)
225 BUSH STREET, 17TH FLOOR

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2021
3. Issuer Name and Ticker or Trading Symbol
LiveRamp Holdings, Inc. [ RAMP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Commercial Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK, $.10 PAR VALUE 32,308(1) D
COMMON STOCK, $.10 PAR VALUE 1,525(2) I BY MANAGED ACCOUNT 1
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This total includes 22,849 unvested restricted stock units (RSUs") previously granted to the reporting person that will vest subject to the reporting person's continued employment through the applicable vesting dates. Each RSU represents a contingent right to receive one share of the registrant's common stock.
2. These shares are held under the Registrant's 401(k) Retirement Savings Plan.
/s/ Diego Panama 07/15/2021
** 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 5 (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.
POWER OF ATTORNEY

       The undersigned hereby constitutes and appoints Catherine
L. Hughes and Jerry C. Jones, or either of them, acting singly
and with full power of substitution, as the undersigned's true
and lawful attorneys-in-fact, for such period of time that the
undersigned is required to file reports pursuant to Section 16(a)
of the Securities Exchange Act of 1934, as amended ("Exchange
Act") due to his affiliation as an executive officer of LiveRamp
Holdings, Inc. and any successor corporation, to:

       (1)	execute for and on behalf of the undersigned
Forms 3,4 and 5 (including any amendments thereto) in
accordance with Section 16(a) of the Exchange Act and
the rules thereunder;

       (2)	do and perform any and all acts for and on
behalf of the undersigned which may be necessary or
desirable to complete the execution of any such Form
3, 4 or 5 (or any amendments thereto) and the timely
filing of such form with the United States Securities
and Exchange Commission and any other authority as
required by law; and

       (3)	take any other action of any type whatsoever in
       connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best
interest of or legally required by the undersigned, it
being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact
may approve in its discretion.

       The undersigned hereby grants to such attorneys-in-fact
full power and authority to do and perform all and every act
requisite, necessary and proper to be done in the exercise of any
of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned could do if personally present,
with full power of substitution, hereby ratifying and confirming
all that such attorneys-in-fact shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and
powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the
Exchange Act or other applicable securities laws or rules.



       IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of the 14th day of July, 2021.

						/s/ Diego Panama
						Signature

						Diego Panama
						Print Name

						Chief Commercial Officer
						Title
4815-3636-7855.2