Form: 4/A

Statement of changes in beneficial ownership of securities

May 26, 2017

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*
ACACIA RESEARCH CORP
(Last) (First) (Middle)
520 NEWPORT CENTER DR.
12TH FLOOR
(Street)
NEWPORT BEACH CA 92660
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/19/2017 		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(1)(5) 05/17/2017 C 1,523,746 A $13.6088 1,673,746 D
Common Stock(2)(5) 05/17/2017 X 2,150,335 A $13.6088 3,824,081 D
Common Stock(3)(5) 05/17/2017 C 295,440 A $13.6088 4,119,521 D
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
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) 04/14/2027(4)(6) 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.
5. The title of this security was reported incorrectly on the form 4 filed on May 19, 2017.
6. Due to an administrative error, this expiration date was reported incorrectly on the form 4 filed on May 19, 2017.
Remarks:
/s/ Edward J. Treska, Name: Acacia Research Corporation, By: Edward J. Treska, Title: EVP, General Counsel & Secretary 05/26/2017
** 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).

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