SEC Form 4/A · accession 0000934549-17-000029
Veritone, Inc. · VERI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
ACACIA RESEARCH CORP
10% Owner
Period of report
May 17, 2017
Accepted (ET)
May 26, 2017 · 1:12 pm EDT
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,F5 | May 17, 2017 | C | 1,523,746 | $13.6088 | A | 1,673,746 | D | |
| Common StockF2,F5 | May 17, 2017 | X | 2,150,335 | $13.6088 | A | 3,824,081 | D | |
| Common StockF3,F5 | May 17, 2017 | C | 295,440 | $13.6088 | A | 4,119,521 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Secured Convertible Promissory NoteF1 | $13.6088 | May 17, 2017 | C | 1,523,746 | D | — | Aug 15, 2017 | Common Stock | 1,523,746 | 0 | D |
| Primary Common Stock Purchase WarrantF2 | $13.6088 | May 17, 2017 | X | 2,150,335 | D | — | Aug 15, 2017 | Common Stock | 2,150,335 | 0 | D |
| Secured Convertible Bridge NoteF3 | $13.6088 | May 17, 2017 | C | 295,440 | D | — | Nov 25, 2017 | Common Stock | 295,440 | 0 | D |
| Bridge Common Stock Purchase WarrantF4 | $13.6088 | May 17, 2017 | J | 9,180 | A | — | Mar 17, 2027 | Common Stock | 9,180 | 39,180 | D |
| Bridge Common Stock Purchase WarrantF4,F6 | $13.6088 | May 17, 2017 | J | 9,180 | A | — | Apr 14, 2027 | Common Stock | 9,180 | 39,180 | D |
| Bridge Common Stock Purchase Warrant (IPO Tranche A)F4 | $13.6088 | May 17, 2017 | J | 9,180 | A | — | May 11, 2027 | Common Stock | 9,180 | 39,180 | D |
| Bridge Common Stock Purchase Warrant (IPO Tranche B)F4 | $13.6088 | May 17, 2017 | J | 9,180 | A | — | May 11, 2027 | Common Stock | 9,180 | 39,180 | D |
Explanation of responses
- F1Pursuant to the terms of the Secured Convertible Promissory Note (the "Note") issued on August 15, 2016, all outstanding principal and accrued interest of the Note was automatically converted into 1,523,746 shares of common stock upon closing of the initial public offereing ("IPO") on 5/17/2017 of hte Issuer's securities.
- F2Pursuant to the terms of the Primary Common Stock Purchase Warrant (the "Primary Warrant") dated as of August 15, 2016, the Primary Warrant was automatcially exercised for 2,150,335 shares of common stock upon the closing of the IPO on 5/17/2017.
- F3Pursuant to the terms of the Secured Convertible Bridge Note (the "Bridge Note") issued on March 15, 2017, all outstanding principal and accrued interest of the Bridge Notes were converted into 295,440 shares of common stock at the election of the Reporting Person upon closing of the IPO on 5/17/2017.
- F4Upon closing of the IPO on 5/17/2017, pursuant to the terms of this warrant, the number of shares of common stock issuable upon exercise of this warrant was automatically increased from 30,000 shares to a number equal to (i) the number of outstanding shares of common stock of the Issuer on a fully-diluted basis, multiplied by (ii) 0.001875 or 39,180 shares, reflecting an acquisition of an additional 9,180 shares of common stock issuable upon exercise of such warrant.
- F5The title of this security was reported incorrectly on the form 4 filed on May 19, 2017.
- F6Due to an administrative error, this expiration date was reported incorrectly on the form 4 filed on May 19, 2017.