Form: SC 13G/A

Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

February 4, 2020

 
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. 2)*

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, 2019
(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).

CUSIP No. 92347M 10 0
SCHEDULE 13G
Page 2 of 6
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
O. Francis Biondi, Jr.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
 
12
TYPE OF REPORTING PERSON
 
IN
 

CUSIP No. 92347M 10 0
SCHEDULE 13G
Page 3 of 6
 
 
Item 1.
(a)
Name of Issuer
 
  
Veritone, Inc.
 
 
 
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
575 Anton Blvd.,
 
 
Costa Mesa, CA 92626
 
 
Item 2.
(a)
Name of Person Filing
 
 
O. Francis Biondi, Jr. (the “Reporting Person”)
 
    
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
299 Park Avenue, 40th Floor
New York, NY 10171
 
 
 
 
(c)
Citizenship
 
 
USA 
 
 
 
 
(d) 
Title of Class of Securities
 
 
See cover page
 
 
 
 
(e) 
CUSIP Number 
 
 
See cover page
 
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).
 
CUSIP No. 92347M 10 0
SCHEDULE 13G
Page 4 of 6
 
Item 4.                 Ownership

 Not Applicable.

 
(a)
Amount Beneficially Owned
See row 9 of cover page
 
 
(b)
Percent of Class
See row 11 of cover page
 
 
(c)
Number of Shares as to which such person has
 
 
(i)
Sole power to vote or to direct the vote:
See row 5 of cover page
 
 
 
 
(ii)
Shared power to vote or to direct the vote:
See row 6 of cover page
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of:
See row 7 of cover page
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of:
See row 8 of cover page
 
CUSIP No. 92347M 10 0
SCHEDULE 13G
Page 5 of 6
 
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.
 
CUSIP No. 92347M 10 0
SCHEDULE 13G
Page 6 of 6
 
SIGNATURE
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 4, 2020
 
 
/s/ O. Francis Biondi, Jr.
 
 
Name:  O. Francis Biondi, Jr.