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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JONES JERRY C
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)
CHIEF ETHICS & LEGAL OFFICER
(Last)          (First)          (Middle)

LIVERAMP HOLDINGS, INC., 225 BUSH STREET, 17TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

5/19/2020
(Street)

SAN FRANCISCO, CA 94104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/19/2020  A  10056 (1)A$0 213344 D  
COMMON STOCK, $.10 PAR VALUE 5/19/2020  F  1038 (2)D$37.82 212306 D  
COMMON STOCK, $.10 PAR VALUE 5/19/2020  A  14999 (3)A$0 227305 D  
COMMON STOCK, $.10 PAR VALUE         5396.8796 I BY MANAGED ACCOUNT 1 
COMMON STOCK, $.10 PAR VALUE         3494.7296 I BY MANAGED ACCOUNT 2 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) These shares were earned by the reporting person in connection with the performance stock units (PSUs) granted pursuant to the 2005 Equity Compensation Plan to the reporting person in 2019. Of the earned amount, one-third immediately vested, while the remaining two-thirds will be subject to a two-year, service-based vesting period and will vest ratably over the next two years, contingent upon the reporting person's continued employment with the registrant.
(2) These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on May 19, 2020, in connection with the vesting of the initial tranche of PSUs described in footnote (1) above.
(3) These restricted stock units ("RSUs") are granted pursuant to the 2005 Equity Compensation Plan. Each RSU represents a contingent right to receive one share of the registrant's common stock. Vesting will begin one year from May 19, 2020, with 1/4 of the total becoming vested on that date and 1/16 quarterly thereafter until 100% vested, contingent upon the recipient's continued employment with the registrant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
JONES JERRY C
LIVERAMP HOLDINGS, INC.
225 BUSH STREET, 17TH FLOOR
SAN FRANCISCO, CA 94104


CHIEF ETHICS & LEGAL OFFICER

Signatures
/s/ By: Catherine L. Hughes, Attorney-in-Fact For: Jerry C. Jones5/21/2020
**Signature of Reporting PersonDate

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