Form: 4

Statement of changes in beneficial ownership of securities

February 15, 2022

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)
2420 17TH STREET, OFFICE 3002
(Street)
DENVER CO 80202
(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)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2022
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 02/11/2022 F 89,168(1) D $17.23 390,390 D
Common Stock 02/14/2022 J 215,921 D $0.00 0 I Steel Veritone Fund I, LLC
Common Stock 02/14/2022 J 59,629 A $0.00 59,629(2) I The C&CS Family Trust dated September 7, 2012(2)
Common Stock 160,426 I Held by CSVH, LLC(3)
Common Stock 425,603 I Held by son(4)
Common Stock 425,603 I Held by daughter(5)
Common Stock 425,603 I Held by spouse as custodian(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
Common Stock Purchase Warrant (right to buy) $13.6088 02/14/2022 J 19,590 03/24/2017 03/24/2027 Common Stock 19,590(7) $0.00 0 I Steel Veritone Fund I, LLC
Common Stock Purchase Warrant (right to buy) $13.6088 02/14/2022 J 19,590 04/17/2017 04/17/2027 Common Stock 19,590(7) $0.00 0 I Steel Veritone Fund I, LLC
Common Stock Purchase Warrant (right to buy) $13.6088 02/14/2022 J 19,591 05/11/2017 05/11/2027 Common Stock 19,591(7) $0.00 0 I Steel Veritone Fund I, LLC
Common Stock Purchase Warrant (right to buy) $13.6088 02/14/2022 J 19,591 05/11/2017 05/11/2027 Common Stock 19,591(7) $0.00 0 I Steel Veritone Fund I, LLC
Common Stock Purchase Warrant (right to buy) $13.6088 02/14/2022 J 5,389 03/24/2017 03/24/2027 Common Stock 5,389(7) $0.00 5,389 I The C&CS Family Trust dated September 7, 2012
Common Stock Purchase Warrant (right to buy) $13.6088 02/14/2022 J 5,389 04/17/2017 04/17/2027 Common Stock 5,389(7) $0.00 5,389 I The C&CS Family Trust dated September 7, 2012
Common Stock Purchase Warrant (right to buy) $13.6088 02/14/2022 J 5,386 05/11/2017 05/11/2027 Common Stock 5,386(7) $0.00 5,386 I The C&CS Family Trust dated September 7, 2012
Common Stock Purchase Warrant (right to buy) $13.6088 02/14/2022 J 5,386 05/11/2017 05/11/2027 Common Stock 5,386(7) $0.00 5,386 I The C&CS Family Trust dated September 7, 2012
Explanation of Responses:
1. Represents shares that were withheld for the payment of taxes in connection with the vesting of restricted stock units.
2. Reporting person is the trustee of The C&CS Family Trust dated September 7, 2012 and, as such, reporting person may be deemed a beneficial owner of such shares. Reporting person received the shares upon distribution of shares held by Steel Veritone Fund I, LLC (the "Fund"), which reporting person previously reported beneficial ownership of 215,921 shares owned by the Fund. Reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
3. Shares are held by CSVH, LLC, a limited liability company. Reporting person is the sole manager and member of CSVH, LLC.
4. Shares are held by reporting person's son. Reporting person disclaims beneficial ownership of such shares.
5. Shares are held by reporting person's daughter. Reporting person disclaims beneficial ownership of such shares.
6. Shares are held by reporting person's spouse, as custodian for his minor daughter. Reporting person disclaims beneficial ownership of such shares.
7. Reporting person received the warrants upon distribution of warrants held by the Fund, which reporting person previously reported beneficial ownership of all warrants held by the Fund.
Remarks:
Chief Executive Officer, Chairman of the Board
/s/ Chad Steelberg 02/15/2022
** 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.

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.