SEC Form 4 · accession 0001340317-18-000035
LiveRamp Holdings, Inc. · RAMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott E Howe
Officer — Chief Executive Officer · Director
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 5:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000733269
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCK, $.10 PAR VALUEF2,F3 | Oct 1, 2018 | A | 579,096 | $0.00 | A | 1,255,202 | D | |
| COMMON STOCK, $.10 PAR VALUE | holding | — | — | — | 2,991 | I | BY MANAGED ACCOUNT 1 |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On 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.
- F2At 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.
- F3The 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.