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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.