Warren Jenson - May 19, 2021 Form 4 Insider Report for LiveRamp Holdings, Inc. (RAMP)

Role: President, CFO & EMD-INT'L
Signature: /s/ By: Catherine L. Hughes, Attorney-in-Fact For: Warren Jenson
Stock symbol: RAMP
Transactions as of: May 19, 2021
Transactions value $: -$395,367
Form type: 4
Date filed: 5/21/2021, 05:22 PM
Previous filing: May 20, 2021
Next filing: May 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RAMP	COMMON STOCK, $.10 PAR VALUE	Tax liability	-$193K	-4.16K	-1.95%	$46.47	209K	May 19, 2021	Direct	F1
transaction	RAMP	COMMON STOCK, $.10 PAR VALUE	Tax liability	-$202K	-4.35K	-2.08%	$46.47	205K	May 19, 2021	Direct	F2
holding	RAMP	COMMON STOCK, $.10 PAR VALUE						2.34K	May 19, 2021	BY MANAGED ACCOUNT 1
holding	RAMP	COMMON STOCK, $.10 PAR VALUE						518	May 19, 2021	BY MANAGED ACCOUNT 2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on May 19, 2021, in connection with the vesting of the second tranche of performance stock units that were earned by the reporting person on May 19, 2020. Of the earned amount, one-third vested immediately with the remaining two-thirds subject to a two-year, service-based vesting period, vesting ratably over two years and contingent upon the reporting person's continued employment with the registrant.
F2	These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on May 19, 2021, when restricted stock units belonging to the reporting person vested.

Content

These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on May 19, 2021, in connection with the vesting of the second tranche of performance stock units that were earned by the reporting person on May 19, 2020. Of the earned amount, one-third vested immediately with the remaining two-thirds subject to a two-year, service-based vesting period, vesting ratably over two years and contingent upon the reporting person's continued employment with the registrant.

These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on May 19, 2021, when restricted stock units belonging to the reporting person vested.