4: Statement of changes in beneficial ownership of securities
Published on May 19, 2017
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Veritone, Inc. [ VERI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Secured Convertible Promissory Note(1) | 05/17/2017 | C | 1,523,746 | A | $13.6088 | 1,673,746 | D | |||
| Primary Common Stock Purchase Warrant(2) | 05/17/2017 | X | 2,150,335 | A | $13.6088 | 3,824,081 | D | |||
| Secured Convertible Bridge Note(3) | 05/17/2017 | C | 295,440 | A | $13.6088 | 4,119,521 | D | |||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Secured Convertible Promissory Note | $13.6088 | 05/17/2017 | C | 1,523,746 | (1) | 08/15/2017 | Common Stock | 1,523,746 | $0 | 0 | D | ||||
| Primary Common Stock Purchase Warrant | $13.6088 | 05/17/2017 | X | 2,150,335 | (2) | 08/15/2017 | Common Stock | 2,150,335 | $0 | 0 | D | ||||
| Secured Convertible Bridge Note | $13.6088 | 05/17/2017 | C | 295,440 | (3) | 11/25/2017 | Common Stock | 295,440 | $0 | 0 | D | ||||
| Bridge Common Stock Purchase Warrant | $13.6088 | 05/17/2017 | J | 9,180(4) | (4) | 03/17/2027(4) | Common Stock | 9,180 | $0(4) | 39,180 | D | ||||
| Bridge Common Stock Purchase Warrant | $13.6088 | 05/17/2017 | J | 9,180(4) | (4) | 04/17/2017(4) | Common Stock | 9,180 | $0(4) | 39,180 | D | ||||
| Bridge Common Stock Purchase Warrant (IPO Tranche A) | $13.6088 | 05/17/2017 | J | 9,180(4) | (4) | 05/11/2027(4) | Common Stock | 9,180 | $0(4) | 39,180 | D | ||||
| Bridge Common Stock Purchase Warrant (IPO Tranche B) | $13.6088 | 05/17/2017 | J | 9,180(4) | (4) | 05/11/2027(4) | Common Stock | 9,180 | $0(4) | 39,180 | 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 Note was automatically converted into 1,523,746 shares of common stock upon closing of the initial public offereing ("IPO") on 5/17/2017 of hte 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 was automatcially exercised for 2,150,335 shares of common stock upon the closing of the IPO on 5/17/2017. |
| 3. Pursuant to the terms of the Secured Convertible Bridge Note (the "Bridge Note") issued on March 15, 2017, all outstanding principal and accrued interest of the Bridge Notes were converted into 295,440 shares of common stock at the election of the Reporting Person upon closing of the IPO on 5/17/2017. |
| 4. Upon closing of the IPO on 5/17/2017, pursuant to the terms of this warrant, the number of shares of common stock issuable upon exercise of this warrant was automatically increased from 30,000 shares 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, reflecting an acquisition of an additional 9,180 shares of common stock issuable upon exercise of such warrant. |
| Remarks: |
| /s/ Edward J. Treska, Name: Acacia Research Corporation, By: Edward J. Treska, Title: EVP, General Counsel & Secretary | 05/19/2017 | |
| ** 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 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.