ACACIA RESEARCH CORP — Director's Dealing 2017

May 11, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Veritone, Inc. (VERI)
CIK: 0001615165
Period of Report: 2017-05-11

Reporting Person: ACACIA RESEARCH CORP (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	150000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Secured Convertible Promissory Note	$13.6088	2017-08-15	Common Stock (1523746)		Direct
Primary Common Stock Purchase Warrant	$13.6088	2017-08-15	Common Stock (2150335)		Direct
10% Common Stock Purchase Warrant	$13.6088	2012-05-11	Common Stock (809400)		Direct
Tranche A Common Stock Purchase Warrant	$13.6088	2020-08-15	Common Stock (51437)		Direct
Tranche B Common Stock Purchase Warrant	$13.6088	2020-11-25	Common Stock (51437)		Direct
Second Tranche Common Stock Purchase Warrant	$13.6088	2020-11-25	Common Stock (51437)		Direct
Secured Convertible Bridge Note	$13.6088	2017-11-25	Common Stock (295440)		Direct
Bridge Common Stock Purchase Warrant	$13.6088	2027-03-17	Common Stock (30000)		Direct
Bridge Common Stock Purchase Warrant	$13.6088	2027-04-14	Common Stock (30000)		Direct
Bridge Common Stock Purchase Warrant (IPO Tranche A)	$13.6088	2027-05-11	Common Stock (30000)		Direct
Bridge Common Stock Purchase Warrant (IPO Tranche B)	$13.6088	2027-05-11	Common Stock (30000)		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 Notes will be automatically converted into 1,523,746 share of common stock upon closing of the initial public offering ("IPO") of the 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 will be automatically exercised for 2,150,335 shares of common stock upon closing of the IPO.

F3: Pursuant to the terms of the Primary Warrant, the Issuer will issue the 10% Common Stock Purchase Warrant (the "10% Warrant") with a term of five years to the Reporting Person immediately prior to the closing of the IPO. Fifty percent (50%) of the shares of common stock underlying the 10% Warrant became exercisable on the issuance date and the remaining 50% of the shares will become exercisable on the first anniversary of the issuance date.

F4: Pursuant to the terms of the Secured Convertible Bridge Note (the "Bridge Note") issued on March 15, 2016, all outstanding principal and accrued interest of the Bridge Notes will be automatically converted into 295,440 shares of common stock upon closing of the IPO.

F5: Upon closing of the IPO, the number of shares of common stock issuable upon exercise of this warrant will be increased 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 assuming the IPO closes on May 17, 2017).