LiveRamp Holdings, Inc. — Director's Dealing 2018

Oct 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LiveRamp Holdings, Inc. (RAMP)
CIK: 0000733269
Period of Report: 2018-10-01

Reporting Person: JONES JERRY C (CHIEF ETHICS & LEGAL OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-01	COMMON STOCK, $.10 PAR VALUE	A	64292	—	Acquired	206274	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK, $.10 PAR VALUE	5194.8588	Indirect
COMMON STOCK, $.10 PAR VALUE	3998.5628	Indirect

Footnotes

F1: On September 20, 2018, Acxiom Holdings, Inc. became the successor of Acxiom Corporation pursuant to a holding company reorganization effected to facilitate the previously announced sale of its Acxiom Marketing Solutions business (the "AMS Sale"). Following closing of the AMS Sale, which occurred on October 1, 2018, Acxiom Holdings, Inc. changed its name and ticker symbol to LiveRamp Holdings, Inc. and RAMP, respectively. The AMS Sale constituted a change in control for purposes of the issuer's Amended and Restated 2005 Equity Compensation Plan, and all performance stock units (PSUs) held by the reporting person under such plan converted into a number of restricted stock units (RSUs) equal to 200% of the target number of shares underlying his PSUs based on the degree of achievement of the applicable performance objectives as of closing of the AMS Sale, with vesting to occur subject to the reporting person's continued service with the issuer over the original performance periods.

F2: At the time of the AMS Sale, the reporting person held 32,146 PSUs (at target) that converted into 64,292 RSUs, of which 21,090, 18,976 and 24,226 will vest on March 31, 2019, 2020 and 2021, respectively, contingent upon the reporting person's continued employment with the issuer through such dates.

F3: The reporting person's total holdings as reported in column 5 of this Form 4 reflect a net increase of 44,259 shares due to the fact that 20,033 shares underlying PSUs being converted to RSUs (as discussed in footnote (1) above) were reported at the time of grant in the reporting person's previously filed Section 16 reports.