Warren Jenson - May 25, 2022 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 25, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/27/2022, 03:17 PM
Previous filing: May 23, 2022
Next filing: Jun 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RAMP	COMMON STOCK, $.10 PAR VALUE	Award	$0	+66.7K	+33.76%	$0.00	264K	May 25, 2022	Direct	F1
holding	RAMP	COMMON STOCK, $.10 PAR VALUE						2.34K	May 25, 2022	BY MANAGED ACCOUNT 1
holding	RAMP	COMMON STOCK, $.10 PAR VALUE						518	May 25, 2022	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 restricted stock units ("RSUs") are granted pursuant to the registrant's 2005 Equity Compensation Plan (the "Plan"). Each RSU represents a contingent right to receive one share of the registrant's common stock. Vesting will take place over three years from the date of grant, with 1/3 of the shares scheduled to vest on May 25, 2023 and the remainder vesting in equal quarterly amounts thereafter on the 22nd day of the applicable month until 100% vested, contingent upon the recipient's continued employment with the registrant and stockholder approval of the Plan within one year of May 17, 2022. If stockholder approval is not received, the RSUs will be forfeited.

Content

These restricted stock units ("RSUs") are granted pursuant to the registrant's 2005 Equity Compensation Plan (the "Plan"). Each RSU represents a contingent right to receive one share of the registrant's common stock. Vesting will take place over three years from the date of grant, with 1/3 of the shares scheduled to vest on May 25, 2023 and the remainder vesting in equal quarterly amounts thereafter on the 22nd day of the applicable month until 100% vested, contingent upon the recipient's continued employment with the registrant and stockholder approval of the Plan within one year of May 17, 2022. If stockholder approval is not received, the RSUs will be forfeited.