SEC Form 4 · accession 0001140361-17-021809

Veritone, Inc. · VERI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Ryan Steelberg

Officer — President · Director · 10% Owner

Period of report

May 17, 2017

Accepted (ET)

May 22, 2017 · 9:36 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 Stock^F1,F2	May 17, 2017	C	2,393,613	—	A	3,355,387	I	By Newport
Common Stock^F3	May 17, 2017	C	295,278	—	A	445,278	I	By VLOC
Common Stock^F4	holding	—	—		—	961,835	I	By BV16, LLC
Common Stock	holding	—	—		—	98,140	D

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 Stock^F1,F2	$2.9412	May 17, 2017	C	3,205,917	D	Jul 16, 2014	—	Common Stock	2,393,613	0	I
Secured Convertible Promissory Bridge Note^F3	$13.6088	May 17, 2017	C	295,278	D	Mar 15, 2017	—	Common Stock	295,278	0	I
Bridge Common Stock Purchase Warrant (Tranche A)^F3	$13.6088	May 17, 2017	A	39,180	A	Mar 24, 2017	Mar 24, 2027	Common Stock	39,180	39,180	I
Bridge Common Stock Purchase Warrant (Tranche B)^F3	$13.6088	May 17, 2017	A	39,180	A	Apr 17, 2017	Apr 17, 2027	Common Stock	39,180	39,180	I
Bridge Common Stock Purchase Warrants (IPO Tranche 1)^F3	$13.6088	May 17, 2017	A	39,180	A	May 11, 2017	May 11, 2027	Common Stock	39,180	39,180	I
Bridge Common Stock Purchase Warrants (IPO Tranche 2)^F3	$13.6088	May 17, 2017	A	39,180	A	May 11, 2017	May 11, 2027	Common Stock	39,180	39,180	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 .6 for-1 reverse stock split of the common stock effected in April 2017.
F2The reporting person 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, and Mr. Steelberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F3At the effective date of the issuer's initial public offering ("IPO"), Veritone LOC I, LLC ("VLOC") held 150,000 shares of common stock and four warrants, each to purchase 30,000 shares of common stock. These shares and warrants were inadvertently omitted from the reporting person's Form 3, although the reporting person does not have any voting or dispositive power over the shares or warrants and disclaims beneficial ownership of these shares. The reporting person's grantor trust owns 50% of the membership interests in the Steel Veritone I Fund ("Steel Fund"), which owns 50% of the membership interests of VLOC. On May 17, 2017, upon completion of the IPO, (i) the number of shares underlying each warrant was automatically increased to 39,180 shares, and all of the outstanding principal and accrued interest in the issuer's secured convertible note payable to VLOC was converted into 295,278 shares of common stock. This filing shall not be deemed an admission that the reporting person
F4The reporting person's grantor trust owns 50% of the membership interests in NCI Investments, LLC ("NCI"), which is the Manager of BV16, LLC, but the reporting person does not have any voting or dispositive power with respect to these shares. As such, 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, and Mr. Steelberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.