Veritone, Inc. — Director's Dealing 2018

Jan 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Veritone, Inc. (VERI)
CIK: 0001615165
Period of Report: 2017-12-29

Reporting Person: Steelberg Chad (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-29	Common Stock	A	5215	$23.966	Acquired	17807	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3355387	Indirect
Common Stock	298287	Indirect
Common Stock	76970	Indirect
Common Stock	445278	Indirect
Common Stock	961835	Indirect

Footnotes

F1: Represents shares automatically issued to reporting person on the last trading day of the fourth calendar quarter of 2017 pursuant to the Employment Agreement between reporting person and the issuer, under the issuer's 2017 Stock Incentive Plan. Pursuant to the terms of such Employment Agreement, the number of shares was determined by dividing $125,000 by the average closing price of the issuer's common stock for the last five trading days of the calendar quarter, which was $23.966.

F2: Shares are held by Newport Coast Investments, LLC ("Newport"). Reporting person's grantor trust is a managing member of Newport and, as such, reporting person may be deemed a beneficial owner of the shares held by such entity. 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 shares held by such entity, and reporting person disclaims beneficial ownership of the 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 the shares held by such entity. 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 the shares held by such entity.

F4: Shares are held by VIF I, LLC. Reporting person is the Manager and one of the members of VIF I, LLC and, as such, reporting person may be deemed a beneficial owner of the shares held by such entity. 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 shares held by such entity, and reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.

F5: Shares are held by Veritone LOC I, LLC ("VLOC"). Reporting person's grantor trust owns 50% of the membership interests in Steel Veritone Fund I, LLC, which owns 50% of the membership interests in VLOC and, as such, reporting person may be deemed a beneficial owner of the shares held by such entity. 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 shares held by such entity, and reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.

F6: Shares are held by BV16, LLC. Reporting person is the Manager of NCI Investments, LLC (and his grantor trust owns 50% of the membership interests of NCI Investments, LLC), which is the Manager of BV16, LLC and, as such, reporting person may be deemed a beneficial owner of the shares held by such entity. 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 shares held by such entity, and reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.