Veritone, Inc. — Director's Dealing 2017

May 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Steelberg Ryan (Director, President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-17	Common Stock	C	2393613	—	Acquired	3355387	Indirect
2017-05-17	Common Stock	C	295278	—	Acquired	445278	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-17	Series A Convertible Preferred Stock	$2.9412	C	3205917	Disposed		Common Stock (2393613)	Indirect
2017-05-17	Secured Convertible Promissory Bridge Note	$13.6088	C	295278	Disposed		Common Stock (295278)	Indirect
2017-05-17	Bridge Common Stock Purchase Warrant (Tranche A)	$13.6088	A	39180	Acquired	2027-03-24	Common Stock (39180)	Indirect
2017-05-17	Bridge Common Stock Purchase Warrant (Tranche B)	$13.6088	A	39180	Acquired	2027-04-17	Common Stock (39180)	Indirect
2017-05-17	Bridge Common Stock Purchase Warrants (IPO Tranche 1)	$13.6088	A	39180	Acquired	2027-05-11	Common Stock (39180)	Indirect
2017-05-17	Bridge Common Stock Purchase Warrants (IPO Tranche 2)	$13.6088	A	39180	Acquired	2027-05-11	Common Stock (39180)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	961835	Indirect
Common Stock	98140	Direct

Footnotes

F1: The 3,205,917 shares of Veritone Series A convertible preferred stock had no expiration date but automatically converted into 2,393,613 shares of Veritone common stock upon the closing of Veritone's initial public offering. The conversion price reported in Table II Column 8 reflects a .6 for-1 reverse stock split of the common stock effected in April 2017.

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 directly 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: At the effective date of the issuer's initial public offering ("IPO"), Veritone LOC I, LLC ("VLOC") held 150,000 shares of common stock and four warrants, each to purchase 30,000 shares of common stock. These shares and warrants were inadvertently omitted from the reporting person's Form 3, although the reporting person does not have any voting or dispositive power over the shares or warrants and disclaims beneficial ownership of these shares. The reporting person's grantor trust owns 50% of the membership interests in the Steel Veritone I Fund ("Steel Fund"), which owns 50% of the membership interests of VLOC. On May 17, 2017, upon completion of the IPO, (i) the number of shares underlying each warrant was automatically increased to 39,180 shares, and all of the outstanding principal and accrued interest in the issuer's secured convertible note payable to VLOC was converted into 295,278 shares of common stock. This filing shall not be deemed an admission that the reporting person

F4: The reporting person's grantor trust owns 50% of the membership interests in NCI Investments, LLC ("NCI"), which is the Manager of BV16, LLC, but the reporting person does not have any voting or dispositive power with respect to these shares. As such, 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.