Veritone, Inc. — Director's Dealing 2017

May 12, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

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

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	961774	Indirect
Common Stock	961835	Indirect
Common Stock	85000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$2.9412		Common Stock (2393613)		Indirect
Series B Convertible Preferred Stock	$8.803		Common Stock (76970)		Indirect

Footnotes

F1: The reporting person is a trustee of his grantor trust, which is one of the managing members of Newport Coast Investments, LLC, and as such the reporting person may be deemed a beneficial owner of shares of common stock directly held by Newport Coast Investments, LLC. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of all of the securities held by such entity.

F2: The reporting person is the Manager of NCI Investments, LLC, which is the Manager of BV16, LLC, and as such the reporting person 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 purposes of Section 16 of the Act or otherwise, the beneficial owner of all of the securities held by such entities.

F3: The reporting person is the Manager of Steel Holdings, LLC. and as such the reporting person 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 purposes of Section 16 of the Act or otherwise, the beneficial owner of all of the securities held by such entity.

F4: The reporting person beneficially owns 3,205,917 shares of Series A convertible preferred stock, which is convertible into common stock at any time at the election of the holder or automatically converts into common stock upon completion the proposed initial public offering at a rate of approximately .74 (which includes liquidation preferences accrued through May 17, 2017). The Series A convertible preferred stock has no expiration date. The conversion price reported in Column 4 reflects a 1-for-.60 reverse stock split of the common stock effected in April 2017.

F5: The reporting person beneficially owns 103,093 shares of Series B convertible preferred stock, which is convertible into common stock at any time at the election of the holder or automatically converts into common stock upon completion the proposed initial public offering at a rate of approximately .74 (which includes liquidation preferences accrued through May 17, 2017). The Series B convertible preferred stock has no expiration date. The conversion price reported in Column 4 reflects a 1-for-.60 reverse stock split of the common stock effected in April 2017.

F6: The reporting person is the Manager of VIF I, LLC, and as such the reporting person 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 purposes of Section 16 of the Act or otherwise, the beneficial owner of all of the securities held by such entity.