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*
O'Kelley Charles Brian

(Last) (First) (Middle)
LIVERAMP HOLDINGS, INC.
225 BUSH STREET, 17TH FLOOR

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2023
3. Issuer Name and Ticker or Trading Symbol
LiveRamp Holdings, Inc. [ RAMP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
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:
No securities are beneficially owned.
/s/ By: Catherine L. Hughes, Attorney-in-Fact For: Charles Brian O'Kelley 02/15/2023
** 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,  Jerry C. Jones,
      Geoffrey D. Neal or Nicholas R. Alvarez, or any
      one 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 with
      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 each 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 15th
      day of February, 2023.


      			/s/ Charles Brian O'Kelley
      			Signature

      			Charles Brian O'Kelley
      			Print Name

      			Director
      			Title