UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.02 | Unregistered Sales of Equity Securities. |
On July 2, 2019, LiveRamp Holdings, Inc., a Delaware corporation (the “Company”), acquired Data Plus Math Corporation (“Data Plus Math”) pursuant to that certain Merger Agreement by and among LiveRamp, Inc., a wholly owned subsidiary of the Company (“LiveRamp”), Addition Merger Sub, Inc., a wholly owned subsidiary of LiveRamp, Data Plus Math and Shareholder Representative Services, LLC (as stockholder representative), dated as of June 19, 2019 (the “Merger Agreement”). In connection with the closing, LiveRamp and the co-founders of Data Plus Math entered into Consideration Holdback Agreements, dated as of July 2, 2019 (the “Holdback Agreements”), pursuant to which approximately $12.2 million of the acquisition consideration otherwise payable to each of the co-founders in the merger (or $24.4 million in the aggregate) was held back and subject to vesting in three equal annual installments on the anniversary of the closing date (or such earlier date as the Board of Directors of the Company may determine), contingent upon the applicable co-founder’s continued employment with LiveRamp through each vesting date. Upon each vesting, such vested portion of the holdback amounts will be settled in a number of shares of common stock of the Company equal to the portion of such holdback amounts then vesting divided by the volume weighted average trading price of the Company’s common stock for the thirty trading days ending on the trading day that is immediately preceding the day that is three business days prior to the vesting date. On the first vesting date, June 29, 2020, the Company issued 181,688 shares of common stock of the Company pursuant to the Holdback Agreements.
On the second vesting date, June 28, 2021, the Company issued an additional 180,768 shares of common stock of the Company in the aggregate to the co-founders pursuant to a distribution under the Holdback Agreements (the “Restricted Shares”). The co-founders are “accredited investors” within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and such shares were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act.
| Item 8.01 | Other Information. |
The Company entered into a registration rights agreement effective July 2, 2019 (the “Rights Agreement”) with the co-founders. Under the Rights Agreement, the Company has undertaken to provide certain Securities Act registration rights on behalf of the co-founders. Pursuant to the Rights Agreement, the Company filed a Registration Statement on Form S-3 (File No. 333-239470), including a base prospectus, with the Securities and Exchange Commission that was effective June 26, 2020 (as amended, the “Registration Statement”). The Company is presently filing a prospectus supplement to include a subsequent resale by the co-founders of the Restricted Shares in the Registration Statement. In connection with such registration, the Company attaches Exhibits 5.1 and 23.1 hereto, which shall be incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 5.1 | Opinion of Jerry C. Jones, Chief Ethics and Legal Officer & Executive Vice President | |
| 23.1 | Consent of Jerry C. Jones, Chief Ethics and Legal Officer & Executive Vice President (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIVERAMP HOLDINGS, INC. | ||
| By: | /s/ Jerry C. Jones | |
| Jerry C. Jones | ||
| Chief Ethics and Legal Officer & Executive Vice President | ||
Date: June 28, 2021