SEC Form 4 · accession 0000898432-18-000003
Veritone, Inc. · VERI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chad Steelberg
Officer — CEO and Chairman of the Board · Director · 10% Owner
Period of report
Dec 29, 2017
Accepted (ET)
Jan 3, 2018 · 5:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001615165
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 29, 2017 | A | 5,215 | $23.966 | A | 17,807 | D | |
| Common StockF2 | holding | — | — | — | 3,355,387 | I | By Newport | |
| Common StockF3 | holding | — | — | — | 298,287 | I | By Steel Holdings, Inc. | |
| Common StockF4 | holding | — | — | — | 76,970 | I | By VIF I, LLC | |
| Common StockF5 | holding | — | — | — | 445,278 | I | By VLOC | |
| Common StockF6 | holding | — | — | — | 961,835 | I | By BV16, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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.
- F2Shares 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.
- F3Shares 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.
- F4Shares 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.
- F5Shares 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.
- F6Shares 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.