Veritone, Inc. — Director's Dealing 2017

May 20, 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 Chad (Director, CEO and Chairman, 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	76970	—	Acquired	3432357	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	Series B Convertible Preferred Stock	$8.803	C	103093	Disposed		Common Stock (76970)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	961835	Indirect
Common Stock	85000	Indirect

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 1-for-.6 reverse stock split of the common stock effected in April 2017.

F2: The 103,093 shares of Veritone Series B convertible preferred stock had no expiration date but automatically converted into 76,970 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 1-for-.6 reverse stock split of the common stock effected in April 2017.

F3: Mr. Steelberg 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.

F4: Mr. Steelberg is the Manager of NCI Investments, LLC, which is the Manager of BV16, LLC, and as such, Mr. Steelberg may be deemed a beneficial owner of shares of common stock directly 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.

F5: 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.

F6: The reporting person is the Manager of VIF I, LLC, and as such, may be deemed a beneficial owner of shares of common stock directly 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.