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
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| LIVERAMP HOLDINGS, INC. |
| 225 BUSH STREET, 17TH FLOOR |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LiveRamp Holdings, Inc.
[ RAMP ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
08/16/2023
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Rule 10b5-1(c) Transaction Indication |
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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. |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| COMMON STOCK, $.10 PAR VALUE |
08/16/2023 |
|
A |
|
1,306
|
A |
$0
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28,987 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
/s/ By: Jerry C. Jones, Attorney-In-Fact for: Debora B. Tomlin |
08/17/2023 |
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** 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 Jerry
C. Jones, Art Kellam, 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 her
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 16th day of
August, 2023.
/s/ Debora B. Tomlin
Signature
Debora B. Tomlin
Print Name
Director
Title
