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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OMB Number: 3235-0287
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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 *

Gupta Anneka R. 		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)
Pres.& Head-Products/Platforms
(Last)          (First)          (Middle)

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

10/1/2018
(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   10/1/2018     A (1)    33544   (2) A $0   173645   D    
COMMON STOCK, $.10 PAR VALUE                  1218.4912   I   BY MANAGED ACCOUNT 1  

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  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.
(2)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gupta Anneka R.
LIVERAMP HOLDINGS, INC.
225 BUSH STREET, 17TH FLOOR
SAN FRANCISCO, CA 94104

Pres.& Head-Products/Platforms

Signatures
/s/ BY: CATHERINE L. HUGHES, ATTORNEY IN FACT FOR: ANNEKA R. GUPTA 10/3/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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