Form: 3

Initial statement of beneficial ownership of securities

May 12, 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*
Steelberg Chad

(Last) (First) (Middle)
C/O VERITONE, INC.
3366 VIA LIDO

(Street)
NEWPORT BEACH CA 92663

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO and Chairman of the Board
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 961,774 I By Newport Coast Investments, LLC(1)
Common Stock 961,835 I By BV16, LLC(2)
Common Stock 85,000 I By: Steel Holdings, LLC(3)
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
Series A Convertible Preferred Stock 07/16/2014 (4) Common Stock 2,393,613(4) 2.9412(4) I By Newport Coast Investments, LLC(1)
Series B Convertible Preferred Stock 07/16/2014 (5) Common Stock 76,970(5) 8.803(5) I By VIF I, LLC(6)
Explanation of Responses:
1. The reporting person is a trustee of his grantor trust, which is one of the managing members of Newport Coast Investments, LLC, and as such the reporting person may be deemed a beneficial owner of shares of common stock directly held by Newport Coast Investments, LLC. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of all of the securities held by such entity.
2. The reporting person is the Manager of NCI Investments, LLC, which is the Manager of BV16, LLC, and as such the reporting person may be deemed a beneficial owner of shares of common stock directly held by BV16, LLC. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of all of the securities held by such entities.
3. The reporting person is the Manager of Steel Holdings, LLC. and as such the reporting person may be deemed a beneficial owner of shares of common stock directly held by Steel Holdings, LLC. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of all of the securities held by such entity.
4. The reporting person beneficially owns 3,205,917 shares of Series A convertible preferred stock, which is convertible into common stock at any time at the election of the holder or automatically converts into common stock upon completion the proposed initial public offering at a rate of approximately .74 (which includes liquidation preferences accrued through May 17, 2017). The Series A convertible preferred stock has no expiration date. The conversion price reported in Column 4 reflects a 1-for-.60 reverse stock split of the common stock effected in April 2017.
5. The reporting person beneficially owns 103,093 shares of Series B convertible preferred stock, which is convertible into common stock at any time at the election of the holder or automatically converts into common stock upon completion the proposed initial public offering at a rate of approximately .74 (which includes liquidation preferences accrued through May 17, 2017). The Series B convertible preferred stock has no expiration date. The conversion price reported in Column 4 reflects a 1-for-.60 reverse stock split of the common stock effected in April 2017.
6. The reporting person is the Manager of VIF I, LLC, and as such the reporting person may be deemed a beneficial owner of shares of common stock directly held by VIF I, LLC. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of all of the securities held by such entity.
Remarks:
Exhibit list: Exhibit 24 - Power of Attorney
/S/ Ellen S. Bancroft, Attorney- in -Fact 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.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.