Form: 3

Initial statement of beneficial ownership of securities

May 11, 2017

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


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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1. Name and Address of Reporting Person*
ACACIA RESEARCH CORP
(Last) (First) (Middle)
520 NEWPORT CENTER DRIVE 12TH FLOOR
(Street)
NEWPORT BEACH CA 92660
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2017 		3. Issuer Name and Ticker or Trading Symbol
Veritone, Inc. [ VERI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 150,000 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Secured Convertible Promissory Note (1) 08/15/2017(1) Common Stock 1,523,746 13.6088 D
Primary Common Stock Purchase Warrant (2) 08/15/2017(2) Common Stock 2,150,335 13.6088 D
10% Common Stock Purchase Warrant (3) 05/11/2012(3) Common Stock 809,400 13.6088 D
Tranche A Common Stock Purchase Warrant 08/15/2016 08/15/2020 Common Stock 51,437 13.6088 D
Tranche B Common Stock Purchase Warrant 11/25/2016 11/25/2020 Common Stock 51,437 13.6088 D
Second Tranche Common Stock Purchase Warrant 11/25/2016 11/25/2020 Common Stock 51,437 13.6088 D
Secured Convertible Bridge Note (4) 11/25/2017 Common Stock 295,440 13.6088 D
Bridge Common Stock Purchase Warrant 03/17/2017 03/17/2027 Common Stock 30,000(5) 13.6088 D
Bridge Common Stock Purchase Warrant 04/14/2017 04/14/2027 Common Stock 30,000(5) 13.6088 D
Bridge Common Stock Purchase Warrant (IPO Tranche A) 05/11/2017 05/11/2027 Common Stock 30,000(5) 13.6088 D
Bridge Common Stock Purchase Warrant (IPO Tranche B) 05/11/2017 05/11/2027 Common Stock 30,000(5) 13.6088 D
Explanation of Responses:
1. Pursuant to the terms of the Secured Convertible Promissory Note (the "Note") issued on August 15, 2016, all outstanding principal and accrued interest of the Notes will be automatically converted into 1,523,746 share of common stock upon closing of the initial public offering ("IPO") of the Issuer's securities.
2. Pursuant to the terms of the Primary Common Stock Purchase Warrant (the "Primary Warrant") dated as of August 15, 2016, the Primary Warrant will be automatically exercised for 2,150,335 shares of common stock upon closing of the IPO.
3. Pursuant to the terms of the Primary Warrant, the Issuer will issue the 10% Common Stock Purchase Warrant (the "10% Warrant") with a term of five years to the Reporting Person immediately prior to the closing of the IPO. Fifty percent (50%) of the shares of common stock underlying the 10% Warrant became exercisable on the issuance date and the remaining 50% of the shares will become exercisable on the first anniversary of the issuance date.
4. Pursuant to the terms of the Secured Convertible Bridge Note (the "Bridge Note") issued on March 15, 2016, all outstanding principal and accrued interest of the Bridge Notes will be automatically converted into 295,440 shares of common stock upon closing of the IPO.
5. Upon closing of the IPO, the number of shares of common stock issuable upon exercise of this warrant will be increased to a number equal to (i) the number of outstanding shares of common stock of the Issuer on a fully-diluted basis, multiplied by (ii) 0.001875 (or 39,180 shares assuming the IPO closes on May 17, 2017).
Remarks:
/s/ Edward J. Treska, Name: Acacia Research Corporation, By: Edward J. Treska, Title: EVP, General Counsel and Secretary 05/11/2017
** 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 5 (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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