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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Howe Scott E LIVERAMP HOLDINGS, INC. 225 BUSH STREET, 17TH FLOOR SAN FRANCISCO, CA 94014 |
X | Chief Executive Officer | ||
| /s/ BY: CATHERINE L. HUGHES, ATTORNEY IN FACT FOR: SCOTT E. HOWE | 10/03/2018 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 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. |
| (2) | At the time of the AMS Sale, the reporting person held 289,548 PSUs (at target) that converted into 579,096 RSUs, of which 204,612, 182,170 and 192,314 will vest on March 31, 2019, 2020 and 2021, respectively, contingent upon the reporting person's continued employment with the issuer through such dates. |
| (3) | The reporting person's total holdings as reported in column 5 of this Form 4 reflect a net increase of 385,705 shares due to the fact that 193,391 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. |