SEC Form 4 · accession 0001593968-18-000607

Veritone, Inc. · VERI

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

Reporting owner

Chad Steelberg

Officer — CEO, Chairman of the Board · Director · 10% Owner

Period of report

Mar 15, 2018

Accepted (ET)

Mar 19, 2018 · 9:27 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001615165

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	holding	—	—	—	18,558	D
Common Stock^F2	holding	—	—	—	3,355,387	I	By Newport Coast Investments, LLC
Common Stock^F3	holding	—	—	—	298,287	I	By Steel Holdings, LLC
Common Stock^F4,F5	holding	—	—	—	589,968	I	By NCI Investments, LLC
Common Stock^F6,F7	holding	—	—	—	215,921	I	By Steel Veritone Fund I, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F8	$15.14	Mar 15, 2018	A	136,029	A	Mar 15, 2019	Mar 15, 2028	Common Stock	136,029	136,029	D
Common Stock Purchase Warrant (right to buy)^F9,F10	$13.6088	holding	—	—	—	Mar 24, 2017	Mar 24, 2027	Common Stock	19,590	19,590	I
Common Stock Purchase Warrant (right to buy)^F9,F10	$13.6088	holding	—	—	—	Apr 17, 2017	Apr 17, 2027	Common Stock	19,590	19,590	I
Common Stock Purchase Warrant (right to buy)^F9,F10	$13.6088	holding	—	—	—	May 11, 2017	May 11, 2027	Common Stock	19,591	19,591	I
Common Stock Purchase Warrant (right to buy)^F9,F10	$13.6088	holding	—	—	—	May 11, 2017	May 11, 2027	Common Stock	19,591	19,591	I

Explanation of responses

F1Includes 751 shares that have been distributed by VIF I, LLC ("VIF") to reporting person pursuant to a pro rata distribution to all of the members of VIF. As the Manager of VIF, reporting person had previously reported the aggregate number of the shares of the issuer held by VIF as indirectly owned by reporting person and disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer shares owned, it has not changed his pecuniary interest in the shares previously held by VIF and represents a change in form of ownership only.
F10Warrants are held by SVF. Reporting person is the Manager of SVF (and his grantor trust owns 50% of the membership interests of SVF). Reporting person disclaims beneficial ownership of the warrants held by SVF, except to the extent of his pecuniary interest therein.
F2Shares are held by Newport Coast Investments, LLC. The grantor trust of reporting person (of which reporting person is a trustee) is a managing member of Newport Coast Investments, LLC and, as such, reporting person may be deemed a beneficial owner of such shares. Reporting person disclaims beneficial ownership of such 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 such shares. Reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
F4Consists of shares that have been distributed by BV16, LLC ("BV16") to NCI Investments, LLC ("NCI") pursuant to a pro rata distribution to all of the members of BV16. As the Manager of NCI (which was the Manager of BV16), reporting person had previously reported the aggregate number of the shares of the issuer held by BV16 as indirectly owned by reporting person and disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer shares owned, it has not changed his pecuniary interest in the shares previously held by BV16 and represents a change in form of indirect ownership only.
F5Shares are held by NCI. Reporting person is the Manager of NCI (and his grantor trust owns 50% of the membership interests in NCI) and, as such, reporting person may be deemed a beneficial owner of such shares. Reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
F6Consists of shares that have been distributed by Veritone LOC I, LLC ("VLOC") to Steel Veritone Fund I, LLC pursuant to a pro rata distribution to all of the members of VLOC. Reporting person had previously reported the aggregate number of the shares of the issuer held by VLOC as indirectly owned by reporting person and disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer shares owned, it has not changed his pecuniary interest in the shares previously held by VLOC and represents a change in form of indirect ownership only.
F7Shares are held by Steel Veritone Fund I, LLC ("SVF"). Reporting person is the Manager of SVF (and his grantor trust owns 50% of the membership interests in SVF) and, as such, reporting person may be deemed a beneficial owner of such shares. Reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
F825% of the shares subject to the option will vest on the first anniversary of the grant date, and 1/48th of the shares subject to the option will vest in monthly installments thereafter, subject to the continuous service of reporting person with the issuer.
F9Consists of warrants that have been distributed by VLOC to SVF pursuant to a pro rata distribution to all of the members of VLOC. Reporting person had previously reported the aggregate number of warrants held by VLOC as indirectly owned by reporting person and disclaimed beneficial ownership of such warrants except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer warrants, it has not changed his pecuniary interest in the warrants previously held by VLOC and represents a change in form of indirect ownership only.