SEC Form 4 · accession 0001593968-18-001013
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
May 7, 2018
Accepted (ET)
Jul 3, 2018 · 4:50 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 StockF2 | May 7, 2018 | G | 298,287 | $0.00 | D | 69,984 | D | |
| Common StockF3 | holding | — | — | — | 3,355,387 | I | By Newport Coast Investments, LLC | |
| Common StockF4 | holding | — | — | — | 589,968 | I | By NCI Investments, LLC | |
| Common StockF5 | 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)F6,F7 | $21.25 | Jun 29, 2018 | A | 1,809,900 | A | — | May 6, 2028 | Common Stock | 1,809,900 | 1,809,900 | 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 transferred by reporting person by gift consist of all shares that had been held by Steel Holdings, LLC ("Steel Holdings") and previously reported as owned indirectly by reporting person. Such shares were distributed by Steel Holdings to reporting person as its member (representing a change in form of ownership only) prior to such gift.
- F3Shares 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.
- F4Shares are held by NCI Investments, LLC ("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.
- F5Shares 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.
- F6Stock 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.
- F7Stock 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 Chief Executive Officer.
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.