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: Gupta Anneka R. (Pres.& Head-Products/Platforms)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-01	COMMON STOCK, $.10 PAR VALUE	A	33544	—	Acquired	173645	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK, $.10 PAR VALUE	1218.4912	Indirect

Footnotes

F1: On October 1, 2018, the issuer completed its previously announced sale of its Acxiom Marketing Solutions business (the "AMS Sale"). The AMS Sale constituted a change in control for purposes of the issuer's Amended and Restated 2005 Equity Compensation Plan, and certain 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 such 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 16,772 PSUs (at target) that converted into 33,544 RSUs, all of which will vest on March 31, 2021 contingent upon the reporting person's continued employment with the issuer through such date.