Statement of Changes in Beneficial Ownership (4)

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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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 * JENSON WARREN	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) PRESIDENT, CFO & EMD-INT'L
(Last)          (First)          (Middle) LIVERAMP HOLDINGS, INC., 225 BUSH STREET, 17TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 2/24/2020
(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	2/24/2020		F		808 (1)	D	$37.51	307558	D
COMMON STOCK, $.10 PAR VALUE	2/24/2020		F		675 (2)	D	$37.51	306883	D
COMMON STOCK, $.10 PAR VALUE								2339.5268	I	BY MANAGED ACCOUNT 1
COMMON STOCK, $.10 PAR VALUE								517.9694	I	BY MANAGED ACCOUNT 2

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)	These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on February 22, 2020, when restricted stock units belonging to the reporting person vested.
(2)	These shares were withheld by the Issuer to satisfy the reporting person's tax obligations that arose on February 23, 2020, when restricted stock units belonging to the reporting person vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JENSON WARREN LIVERAMP HOLDINGS, INC. 225 BUSH STREET, 17TH FLOOR SAN FRANCISCO, CA 94104			PRESIDENT, CFO & EMD-INT'L

Signatures
/s/ BY: CATHERINE L. HUGHES, ATTORNEY-IN-FACT FOR: WARREN JENSON		2/25/2020
**Signature of Reporting Person		Date