Form: 3

Initial statement of beneficial ownership of securities

May 11, 2017

Documents

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


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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1. Name and Address of Reporting Person*
Oates Christopher J.
(Last) (First) (Middle)
C/O VERITONE, INC.
3366 VIA LIDO
(Street)
NEWPORT BEACH CA 92663
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2017 		3. Issuer Name and Ticker or Trading Symbol
Veritone, Inc. [ VERI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 13,740 I By RimLight, LLC(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 04/14/2026 Common Stock 21,000 1.5 D
Series A Convertible Preferred Stock 07/16/2014 (3) Common Stock 20,490(3) 2.9412(3) I By RimLight, LLC(1)
Explanation of Responses:
1. Mr. Oates is a managing director of RimLight, LLC, however, this filing shall not be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such securities.
2. 25% of the option shares vested on August 7, 2015 (the first anniversary after the vesting commencement date), and the remaining option shares vest in 36 equal monthly installments thereafter.
3. The reporting person beneficially owns 27,429 shares of Series A convertible preferred stock, which is convertible into common stock at any time at the election of the holder or automatically converts into common stock upon completion the proposed initial public offering at a rate of approximately .74 (which includes accrued liquidation preferences as of May 17, 2017). The Series A convertible preferred stock has no expiration date. The conversion price reported in Column 4 reflects a 1-for-.60 reverse stock split of the common stock effected in April 2017.
/s/ Ellen S. Bancroft, Attorney-in-Fact 05/11/2017
** 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 5 (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.

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