SEC Form 4 · accession 0001140361-17-021640
Veritone, Inc. · VERI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Chad Steelberg
Officer — CEO and Chairman · Director · 10% Owner
Period of report
May 17, 2017
Accepted (ET)
May 19, 2017 · 9:55 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,F3 | May 17, 2017 | C | 2,393,613 | — | A | 3,355,387 | I | By Newport Coast Investments, LLC |
| Common StockF2,F6 | May 17, 2017 | C | 76,970 | — | A | 3,432,357 | I | By VIF I, LLC |
| Common StockF4 | holding | — | — | — | 961,835 | I | By BV16, LLC | |
| Common StockF5 | holding | — | — | — | 85,000 | I | By Steel Holdings, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F3 | $2.9412 | May 17, 2017 | C | 3,205,917 | D | Jul 16, 2014 | — | Common Stock | 2,393,613 | 0 | I |
| Series B Convertible Preferred StockF2,F6,F1 | $8.803 | May 17, 2017 | C | 103,093 | D | Jul 16, 2014 | — | Common Stock | 76,970 | 0 | I |
Explanation of responses
- F1The 3,205,917 shares of Veritone Series A convertible preferred stock had no expiration date but automatically converted into 2,393,613 shares of Veritone common stock upon the closing of Veritone's initial public offering. The conversion price reported in Table II Column 8 reflects a 1-for-.6 reverse stock split of the common stock effected in April 2017.
- F2The 103,093 shares of Veritone Series B convertible preferred stock had no expiration date but automatically converted into 76,970 shares of Veritone common stock upon the closing of Veritone's initial public offering. The conversion price reported in Table II Column 8 reflects a 1-for-.6 reverse stock split of the common stock effected in April 2017.
- F3Mr. Steelberg is a trustee of his grantor trust, which is one of the managing members of Newport Coast Investments, LLC ("Newport"), and as such, Mr. Steelberg may be deemed a beneficial owner of shares of common stock directly held by Newport. 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 securities held by such entity.
- F4Mr. Steelberg is the Manager of NCI Investments, LLC, which is the Manager of BV16, LLC, and as such, Mr. Steelberg may be deemed a beneficial owner of shares of common stock directly held by BV16, LLC. 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 securities held by such entity.
- F5The reporting person is the Manager of Steel Holdings, LLC, and as such, may be deemed a beneficial owner of shares of common stock directly held by Steel Holdings, LLC. 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 securities held by such entity.
- F6The reporting person is the Manager of VIF I, LLC, and as such, may be deemed a beneficial owner of shares of common stock directly held by VIF I, LLC. 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 securities held by such entity.