SEC Form 4/A · accession 0001140361-17-021810
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
Chad Steelberg
Officer — CEO and Chairman · Director · 10% Owner
Period of report
May 17, 2017
Accepted (ET)
May 22, 2017 · 9:39 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,F4 | May 17, 2017 | C | 2,393,613 | — | A | 3,355,387 | I | By Newport |
| Common StockF2,F5 | May 17, 2017 | C | 212,787 | — | A | 298,287 | I | By Steel Holdings, LLC |
| Common StockF3,F6 | May 17, 2017 | C | 76,970 | — | A | 76,970 | I | By VIF I, LLC |
| Common StockF7 | May 17, 2017 | C | 295,278 | — | A | 445,278 | I | By VLOC |
| Common StockF8 | holding | — | — | — | 961,835 | I | By BV16, 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,F4 | $2.9412 | May 17, 2017 | C | 3,205,917 | D | Jul 16, 2014 | — | Common Stock | 2,393,613 | 0 | I |
| Series A Convertible Preferred StockF2,F5,F1 | $2.9412 | May 17, 2017 | C | 285,000 | D | Jul 16, 2014 | — | Common Stock | 212,787 | 0 | I |
| Series B Convertible Preferred StockF3,F6,F1 | $8.803 | May 17, 2017 | C | 103,093 | D | Jul 16, 2014 | — | Common Stock | 76,970 | 0 | I |
| Secured Convertible Promissory Bridge NoteF7 | $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)F7 | $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)F7 | $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)F7 | $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 Warrant (IPO Tranche 2)F7 | $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 285,000 shares of Veritone Series A convertible preferred stock had no expiration date but automatically converted into 212,787 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.
- F3The 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 .6-for-1 reverse stock split of the common stock effected in April 2017.
- F4The 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.
- 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 and one of the members 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. Mr. Steelberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F7At 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. The reporting person is the Manager of Steel Veritone I Fund ("Steel Fund"), which owns 50% of the membership interests of VLOC (and his grantor trust owns 50% of the membership interests in Steel Fund), but the reporting person does not have any voting or dispositive power over the shares and warrants held by VLOC, and Mr. Steelberg disclaims beneficial ownership in such shares. 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.
- F8The reporting person is the Manager of NCI Investments, LLC ("NCI"), which is the Manager of BV16, LLC (and his grantor trust owns 50% of the membership interests in NCI). As such, Mr. Steelberg may be deemed a beneficial owner of shares of common stock 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, and Mr. Steelberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.