SEC Form 4 · accession 0001593968-18-001012
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 7, 2018
Accepted (ET)
Jul 3, 2018 · 4:49 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 | May 7, 2018 | G | 67,469 | $0.00 | D | 30,671 | D | |
| Common StockF2 | holding | — | — | — | 3,355,387 | I | By Newport Coast Investments, LLC | |
| Common StockF3 | holding | — | — | — | 589,968 | I | By NCI Investments, LLC | |
| Common StockF4 | 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)F5,F6 | $21.25 | Jun 29, 2018 | A | 1,357,425 | A | — | May 6, 2028 | Common Stock | 1,357,425 | 1,357,425 | D |
Explanation of responses
- F1Shares were transferred by reporting person by gift to an irrevocable trust. Reporting person no longer has any pecuniary interest in, or voting or dispositive control over, such shares.
- 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 NCI Investments, LLC ("NCI"). The grantor trust of reporting person 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.
- F4Shares are held by Steel Veritone Fund I, LLC ("SVF"). The grantor trust of reporting person 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.
- F5Stock option grant was approved by a special committee of the Board of Directors of the issuer on May 6, 2018, subject to approval by stockholders, and was approved by stockholders on June 29, 2018.
- F6Stock option will become exercisable in three equal tranches based on the achievement of stock price goals for the issuer's common stock of $49.15 per share, $98.31 per share and $196.62 per share, respectively, subject to the reporting person's continued service as the issuer's President, or in such other position as may be approved by the Compensation Committee of the issuer's Board of Directors.
Remarks
Box 3 reflects the date of a gift that is being reported voluntarily on this Form 4. The date of the earliest transaction required to be reported on this Form 4 is June 29, 2018.