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ACACIA RESEARCH CORP Director's Dealing 2017

May 19, 2017

33272_dirs_2017-05-19_c530d208-d453-49a7-8a45-501fb5a83a26.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Veritone, Inc. (VERI)
CIK: 0001615165
Period of Report: 2017-05-17

Reporting Person: ACACIA RESEARCH CORP (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-17 Secured Convertible Promissory Note C 1523746 $13.6088 Acquired 1673746 Direct
2017-05-17 Primary Common Stock Purchase Warrant X 2150335 $13.6088 Acquired 3824081 Direct
2017-05-17 Secured Convertible Bridge Note C 295440 $13.6088 Acquired 4119521 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-17 Secured Convertible Promissory Note $13.6088 C 1523746 Disposed 2017-08-15 Common Stock (1523746) Direct
2017-05-17 Primary Common Stock Purchase Warrant $13.6088 X 2150335 Disposed 2017-08-15 Common Stock (2150335) Direct
2017-05-17 Secured Convertible Bridge Note $13.6088 C 295440 Disposed 2017-11-25 Common Stock (295440) Direct
2017-05-17 Bridge Common Stock Purchase Warrant $13.6088 J 9180 Acquired 2027-03-17 Common Stock (9180) Direct
2017-05-17 Bridge Common Stock Purchase Warrant $13.6088 J 9180 Acquired 2017-04-17 Common Stock (9180) Direct
2017-05-17 Bridge Common Stock Purchase Warrant (IPO Tranche A) $13.6088 J 9180 Acquired 2027-05-11 Common Stock (9180) Direct
2017-05-17 Bridge Common Stock Purchase Warrant (IPO Tranche B) $13.6088 J 9180 Acquired 2027-05-11 Common Stock (9180) Direct

Footnotes

F1: Pursuant to the terms of the Secured Convertible Promissory Note (the "Note") issued on August 15, 2016, all outstanding principal and accrued interest of the Note was automatically converted into 1,523,746 shares of common stock upon closing of the initial public offereing ("IPO") on 5/17/2017 of hte Issuer's securities.

F2: Pursuant to the terms of the Primary Common Stock Purchase Warrant (the "Primary Warrant") dated as of August 15, 2016, the Primary Warrant was automatcially exercised for 2,150,335 shares of common stock upon the closing of the IPO on 5/17/2017.

F3: Pursuant to the terms of the Secured Convertible Bridge Note (the "Bridge Note") issued on March 15, 2017, all outstanding principal and accrued interest of the Bridge Notes were converted into 295,440 shares of common stock at the election of the Reporting Person upon closing of the IPO on 5/17/2017.

F4: Upon closing of the IPO on 5/17/2017, pursuant to the terms of this warrant, the number of shares of common stock issuable upon exercise of this warrant was automatically increased from 30,000 shares to a number equal to (i) the number of outstanding shares of common stock of the Issuer on a fully-diluted basis, multiplied by (ii) 0.001875 or 39,180 shares, reflecting an acquisition of an additional 9,180 shares of common stock issuable upon exercise of such warrant.