Form: 4

Statement of changes in beneficial ownership of securities

January 3, 2018

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Steelberg Chad
(Last) (First) (Middle)
C/O VERITONE, INC.
575 ANTON BOULEVARD
(Street)
COSTA MESA CA 92626
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Veritone, Inc. [ VERI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO and Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/29/2017 A 5,215(1) A $23.966(1) 17,807 D
Common Stock 3,355,387 I By Newport(2)
Common Stock 298,287 I By Steel Holdings, Inc.(3)
Common Stock 76,970 I By VIF I, LLC(4)
Common Stock 445,278 I By VLOC(5)
Common Stock 961,835 I By BV16, LLC(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares automatically issued to reporting person on the last trading day of the fourth calendar quarter of 2017 pursuant to the Employment Agreement between reporting person and the issuer, under the issuer's 2017 Stock Incentive Plan. Pursuant to the terms of such Employment Agreement, the number of shares was determined by dividing $125,000 by the average closing price of the issuer's common stock for the last five trading days of the calendar quarter, which was $23.966.
2. Shares are held by Newport Coast Investments, LLC ("Newport"). Reporting person's grantor trust is a managing member of Newport and, as such, reporting person may be deemed a beneficial owner of the shares held by such entity. 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 shares held by such entity, and reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.
3. Shares 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 the shares held by such entity. 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 the shares held by such entity.
4. Shares are held by VIF I, LLC. Reporting person is the Manager and one of the members of VIF I, LLC and, as such, reporting person may be deemed a beneficial owner of the shares held by such entity. 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 shares held by such entity, and reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.
5. Shares are held by Veritone LOC I, LLC ("VLOC"). Reporting person's grantor trust owns 50% of the membership interests in Steel Veritone Fund I, LLC, which owns 50% of the membership interests in VLOC and, as such, reporting person may be deemed a beneficial owner of the shares held by such entity. 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 shares held by such entity, and reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.
6. Shares are held by BV16, LLC. Reporting person is the Manager of NCI Investments, LLC (and his grantor trust owns 50% of the membership interests of NCI Investments, LLC), which is the Manager of BV16, LLC and, as such, reporting person may be deemed a beneficial owner of the shares held by such entity. 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 shares held by such entity, and reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.
/s/ Jeffrey B. Coyne, as attorney-in-fact for reporting person 01/03/2018
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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