SEC Filing | LiveRamp, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Dillard Lauren R

(Last)

(First)

(Middle)

LIVERAMP HOLDINGS, INC.

225 BUSH STREET, 17TH FLOOR

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

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)
SVP Finance & IR; Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2023

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK, $.10 PAR VALUE	07/14/2023		F		1,474⁽¹⁾	D	$28.68	135,584	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on July 14, 2023, when restricted stock units belonging to the reporting person vested.

	/s/ By: Jerry C. Jones, Attorney-In-Fact for: Lauren R. Dillard	07/17/2023
	** 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 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.

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
o 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 5th day of
April, 2023.

/s/ Lauren R. Dillard
Signature

Lauren R. Dillard
Print Name

Senior Vice President of Finance and
Investor Relations; Interim Chief
Financial Officer
Title