Veritone, Inc. — Director's Dealing 2017

Oct 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Veritone, Inc. (VERI)
CIK: 0001615165
Period of Report: 2017-09-29

Reporting Person: Steelberg Chad (Director, CEO and Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-29	Common Stock	A	2471	$50.57	Acquired	12592	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3355387	Indirect
Common Stock	298287	Indirect
Common Stock	76970	Indirect
Common Stock	445278	Indirect
Common Stock	961835	Indirect

Footnotes

F1: Represents quarterly shares automatically issued to reporting person pursuant to his Employment Agreement under the Issuer's 2017 Stock Incentive Plan. The number of shares issued at the end of each quarter during the term of such agreement is determined by dividing $125,000 by the average closing price of the Company's Common Stock during the last five trading days of the calendar quarter.

F2: The reporting person is a trustee of his grantor trust, which is one of the managing members of Newport Coast Investments, LLC ("Newport"), and as such, Mr. Steelberg may be deemed a beneficial owner of shares of common stock held by Newport. This filing shall not be deemed an admission that the reporting person is, for the purposes of Section 16 of the Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owner of all of the securities held by such entity, and Mr. Steelberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: The reporting person is the Manager of Steel Holdings, LLC, and as such, may be deemed a beneficial owner of shares of common stock directly held by Steel Holdings, LLC. This filing shall not be deemed an admission that the reporting person is, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of all of the securities held by such entity.

F4: The reporting person is the Manager and one of the members of VIF I, LLC, and as such, may be deemed a beneficial owner of shares of common stock held by VIF I, LLC. This filing shall not be deemed an admission that the reporting person is, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of all of the securities held by such entity. Mr. Steelberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F5: Reflects shares held by Veritone LOC I, LLC ("VLOC"). Mr. Steelberg does not have any voting or dispositive power over the shares, and accordingly does not have any beneficial ownership in such shares. Veritone Steel, LLC, a Delaware limited liability company is the record holder of 50% of the membership interests in VLOC, The grantor trust of the reporting person owns 50% of the membership interests in Veritone Steel, LLC. This filing shall not be deemed an admission that the reporting person is, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any of the securities held by such entity.

F6: The reporting person is the Manager of NCI Investments, LLC ("NCI"), which is the Manager of BV16, LLC (and his grantor trust owns 50% of the membership interests in NCI). As such, Mr. Steelberg may be deemed a beneficial owner of shares of common stock held by BV16, LLC. This filing shall not be deemed an admission that the reporting person is, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of all of the securities held by such entity, and Mr. Steelberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.