Veritone, Inc. — Director's Dealing 2018

Jul 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Veritone, Inc. (VERI)
CIK: 0001615165
Period of Report: 2018-05-07

Reporting Person: Steelberg Ryan (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-07	Common Stock	G	67469	—	Disposed	30671	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-29	Stock Option (right to buy)	$21.25	A	1357425	Acquired	2028-05-06	Common Stock (1357425)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3355387	Indirect
Common Stock	589968	Indirect
Common Stock	215921	Indirect

Footnotes

F1: Shares were transferred by reporting person by gift to an irrevocable trust. Reporting person no longer has any pecuniary interest in, or voting or dispositive control over, such shares.

F2: Shares are held by Newport Coast Investments, LLC. The grantor trust of reporting person (of which reporting person is a trustee) is a managing member of Newport Coast Investments, LLC and, as such, reporting person may be deemed a beneficial owner of such shares. Reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F3: Shares are held by NCI Investments, LLC ("NCI"). The grantor trust of reporting person owns 50% of the membership interests in NCI and, as such, reporting person may be deemed a beneficial owner of such shares. Reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F4: Shares are held by Steel Veritone Fund I, LLC ("SVF"). The grantor trust of reporting person owns 50% of the membership interests in SVF and, as such, reporting person may be deemed a beneficial owner of such shares. Reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F5: Stock option grant was approved by a special committee of the Board of Directors of the issuer on May 6, 2018, subject to approval by stockholders, and was approved by stockholders on June 29, 2018.

F6: Stock option will become exercisable in three equal tranches based on the achievement of stock price goals for the issuer's common stock of $49.15 per share, $98.31 per share and $196.62 per share, respectively, subject to the reporting person's continued service as the issuer's President, or in such other position as may be approved by the Compensation Committee of the issuer's Board of Directors.