Veritone, Inc. — Director's Dealing 2017

May 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Veritone, Inc. (VERI)
CIK: 0001615165
Period of Report: 2017-05-12

Reporting Person: GRAZIADIO G LOUIS III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-12	Common Stock	P	2500	$15.00	Acquired	2500	Indirect
2017-05-12	Common Stock	P	1706	$14.5579	Acquired	4206	Indirect
2017-05-12	Common Stock	P	569	$13.7836	Acquired	4775	Indirect
2017-05-12	Common Stock	P	6856	$15.64	Acquired	6856	Indirect
2017-05-12	Common Stock	P	1430	$15.00	Acquired	1430	Indirect
2017-05-12	Common Stock	P	349	$15.64	Acquired	1779	Indirect
2017-05-12	Common Stock	P	541	$14.5579	Acquired	2320	Indirect
2017-05-12	Common Stock	P	180	$13.7836	Acquired	2500	Indirect
2017-05-12	Common Stock	P	15000	$15.00	Acquired	15000	Indirect
2017-05-12	Common Stock	P	34805	$14.5579	Acquired	49805	Indirect
2017-05-12	Common Stock	P	11601	$13.7836	Acquired	61406	Indirect
2017-05-12	Common Stock	P	1430	$15.00	Acquired	1430	Indirect
2017-05-12	Common Stock	P	2144	$14.5579	Acquired	3574	Indirect
2017-05-12	Common Stock	P	715	$13.7836	Acquired	4289	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.30 to $15.14, inclusive. Mr. Graziadio undertakes to provide to Veritone, Inc. ("Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.31 to $14.20, inclusive. Mr. Graziadio undertakes to provide to Veritone, Inc. ("Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form 4.

F3: These shares are owned by George & Reva Graziadio Grandchildren Trust II for the benefit of Mr. Graziadio's minor child, Marianna Graziadio ("Marianna Trust"). Mr. Graziadio is the trustee of the Marianna Trust, but disclaims beneficial ownership of the shares owned by the Marianna Trust except to the extent of the pecuniary interest of his minor child in such shares.

F4: These shares are owned by the George & Reva Graziadio Charitable Lead Annuity Trust ("Annuity Trust") as to which Mr. Graziadio is the trustee and Mr. Graziadio's minor children are remainder beneficiaries. Mr. Graziadio disclaims beneficial ownership of the shares owned by the Annuity Trust except to the extent of the pecuniary interest of his minor children in such shares.

F5: These shares are owned by the George and Reva Graziadio Foundation (the "Foundation"), a charitable foundation established by Mr. Graziadio's parents, as to which Mr. Graziadio has no pecuniary interest. Mr. Graziadio is one of three directors of the Foundation, does not have the right to control disposition of the shares owned by the Foundation and disclaims beneficial ownership of the shares owned by the Foundation as he has no pecuniary interest in such shares.

F6: These shares are owned by Boss Holdings, Inc. ("Boss Holdings"), a corporation as to which Mr. Graziadio, GFT and Ginarra together are majority shareholders and Mr. Graziadio is chairman and chief executive officer. Mr. Graziadio disclaims beneficial ownership of the shares owned by Boss Holdings except to the extent of his pecuniary interest in such shares.

F7: These shares are owned by Western Metals Corporation ("Western Metals"), a corporation as to which GFT and Ginarra beneficially own a significant pecuniary interest and Mr. Graziadio is the president. Mr. Graziadio disclaims beneficial ownership of the shares owned by Western Metals except to the extent of his pecuniary interest in such shares.