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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. ___)*

Veritone, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92347M 10 0

(CUSIP Number)

 

December 31, 2017

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐  Rule 13d-1(b)

☐  Rule 13d-1(c)

☒  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	[__]	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
	(b)	[__]	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
	(c)	[__]	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
	(d)	[__]	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
	(e)	[__]	An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
	(f)	[__]	An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
	(g)	[__]	A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
	(h)	[__]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
	(i)	[__]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
	(j)	[__]	Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

 

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Item 4.                  Ownership

The shares of Common Stock reported on this Schedule are directly owned by 125 Media Holdings, L.L.C., of which the Reporting Person is the sole member. 125 Media Holdings, L.L.C. is party to a Voting Agreement, dated as of August 15, 2016 among the Issuer and several shareholders of the Issuer.  As a result, the Reporting Person may be deemed to be a member of a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act, as amended, and to share beneficial ownership of the shares of common stock reported herein. The Reporting Persons disclaims beneficial ownership of any shares not directly owned by the Reporting Person or 125 Media Holdings, L.L.C.

The percentage beneficial ownership reported in Item 11 of the cover pages to this Schedule was calculated based on 16,077,572 shares of Common Stock outstanding, as reported in the Issuer’s current report on Form 8-K filed on November 29, 2017.

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Item 5.                  Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following box  ☐.

Item 6.                  Ownership of More than Five Percent on Behalf of Another Person

See Item 4.

Item 7.                  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

See Item 4.

Item 8.                  Identification and Classification of Members of the Group

Not Applicable.

Item 9.                  Notice of Dissolution of Group

Not Applicable.

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date:   February 14, 2018

 

/s/ Brian J. Higgins
Name:  Brian J. Higgins

 

 

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