Veritone, Inc. — Director's Dealing 2018

Mar 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Veritone, Inc. (VERI)
CIK: 0001615165
Period of Report: 2018-03-15

Reporting Person: Steelberg Chad (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-15	Stock Option (right to buy)	$15.14	A	136029	Acquired	2028-03-15	Common Stock (136029)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18558	Direct
Common Stock	3355387	Indirect
Common Stock	298287	Indirect
Common Stock	589968	Indirect
Common Stock	215921	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Purchase Warrant (right to buy)	$13.6088	2027-03-24	Common Stock (19590)	19590	Indirect
Common Stock Purchase Warrant (right to buy)	$13.6088	2027-04-17	Common Stock (19590)	19590	Indirect
Common Stock Purchase Warrant (right to buy)	$13.6088	2027-05-11	Common Stock (19591)	19591	Indirect
Common Stock Purchase Warrant (right to buy)	$13.6088	2027-05-11	Common Stock (19591)	19591	Indirect

Footnotes

F1: Includes 751 shares that have been distributed by VIF I, LLC ("VIF") to reporting person pursuant to a pro rata distribution to all of the members of VIF. As the Manager of VIF, reporting person had previously reported the aggregate number of the shares of the issuer held by VIF as indirectly owned by reporting person and disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer shares owned, it has not changed his pecuniary interest in the shares previously held by VIF and represents a change in form of ownership only.

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 Steel Holdings, LLC. Reporting person is the Manager of Steel Holdings, 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.

F4: Consists of shares that have been distributed by BV16, LLC ("BV16") to NCI Investments, LLC ("NCI") pursuant to a pro rata distribution to all of the members of BV16. As the Manager of NCI (which was the Manager of BV16), reporting person had previously reported the aggregate number of the shares of the issuer held by BV16 as indirectly owned by reporting person and disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer shares owned, it has not changed his pecuniary interest in the shares previously held by BV16 and represents a change in form of indirect ownership only.

F5: Shares are held by NCI. Reporting person is the Manager of NCI (and his grantor trust 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.

F6: Consists of shares that have been distributed by Veritone LOC I, LLC ("VLOC") to Steel Veritone Fund I, LLC pursuant to a pro rata distribution to all of the members of VLOC. Reporting person had previously reported the aggregate number of the shares of the issuer held by VLOC as indirectly owned by reporting person and disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer shares owned, it has not changed his pecuniary interest in the shares previously held by VLOC and represents a change in form of indirect ownership only.

F7: Shares are held by Steel Veritone Fund I, LLC ("SVF"). Reporting person is the Manager of SVF (and his grantor trust 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.

F8: 25% of the shares subject to the option will vest on the first anniversary of the grant date, and 1/48th of the shares subject to the option will vest in monthly installments thereafter, subject to the continuous service of reporting person with the issuer.

F9: Consists of warrants that have been distributed by VLOC to SVF pursuant to a pro rata distribution to all of the members of VLOC. Reporting person had previously reported the aggregate number of warrants held by VLOC as indirectly owned by reporting person and disclaimed beneficial ownership of such warrants except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer warrants, it has not changed his pecuniary interest in the warrants previously held by VLOC and represents a change in form of indirect ownership only.

F10: Warrants are held by SVF. Reporting person is the Manager of SVF (and his grantor trust owns 50% of the membership interests of SVF). Reporting person disclaims beneficial ownership of the warrants held by SVF, except to the extent of his pecuniary interest therein.