SCHEDULE 13D/A:
Published on December 17, 2024
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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VERITONE, INC.
(Name of Issuer) |
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Common Stock, $0.001 par value per share
(Title of Class of Securities) |
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92347M100
(CUSIP Number) |
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Chad Steelberg
c/o Veritone, Inc., 1615 Platte Street, 2nd Floor Denver, CO, 80202 (888) 507-1737 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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12/13/2024
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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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SCHEDULE 13D
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| CUSIP No. | 92347M100 |
| 1 |
Name of reporting person
Chad Steelberg
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,241,455.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.1 %
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| 14 | Type of Reporting Person (See Instructions)
IN
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SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share
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| (b) | Name of Issuer:
VERITONE, INC.
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| (c) | Address of Issuer's Principal Executive Offices:
1615 PLATTE STREET, 2ND FLOOR, DENVER,
COLORADO
, 80202.
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Item 1 Comment:
Explanatory Note: This statement constitutes Amendment No. 9 ("Amendment No. 9") to the Statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 3, 2017, as amended by Amendment No. 1 on March 20, 2018, Amendment No. 2 on May 16, 2018, Amendment No. 3 on April 24, 2020, Amendment No. 4 on June 29, 2020, Amendment No. 5 on September 30, 2020, Amendment No. 6 on January 15, 2021, Amendment No. 7 on March 3, 2021 and Amendment No. 8 on July 3, 2024 (collectively, the "Schedule 13D") by Chad Steelberg. Except as amended hereby, the Schedule 13D remains in full force and effect. All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Responses to each item of the Schedule 13D, as amended by this Amendment No. 9, are incorporated by reference into the responses to each other item, as applicable.
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| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to add the following information:
Sales
On December 13, 2024 the Reporting Person sold 504,657 shares of Common Stock at a price of $2.515 per share in a private transaction in exchange for a promissory note for an aggregate of $1,269,212.36. |
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | See row (11) and (13) of the Reporting Owner Profile of this Amendment No. 9 for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Person. Calculation of the percentage of the shares of Common Stock beneficially owned is based upon 38,311,541 shares of Common Stock outstanding as of November 18, 2024, as reported in the Issuer's prospectus supplement dated November 19, 2024 filed with the SEC on November 20, 2024. |
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| (b) | As of December 17, 2024, the Reporting Person has sole voting and dispositive power with respect to 3,734,673 shares of the Issuer's Common Stock, consisting of (i) 1,861 shares held directly; (ii) 3,513,157 shares issuable within 60 days of the date hereof upon the exercise of vested stock options; (iii) 59,229 shares of Common Stock held directly by Steel Holdings LLC; and (iv) 160,426 shares held directly by CSVH, LLC. The Reporting Person is the sole member and manager of each of Steel Holdings LLC and CSVH, LLC.
As of December 17, 2024, the Reporting Person may be deemed to have shared voting and dispositive power with respect to an aggregate of 506,782 shares of the Issuer's Common Stock held as follows: (i) 425,603 shares held directly by his spouse as custodian for his minor child; (ii) 59,629 shares held directly by C&CS Family Trust dated September 7, 2012 (the "C&CS Trust"), a trust of which the Reporting Person is a co-trustee; and (iii) 21,550 shares issuable within 60 days of the date hereof upon the exercise of warrants held by C&CS Trust.
Subsequent to the filing of Amendment No. 8 to the Schedule 13D, adult children of the Reporting Person who own shares of the Issuer's Common Stock and who previously resided with the Reporting Person have moved out of the Reporting Person's residence. Accordingly, the Reporting Person has determined that, as of the date of this filing, he no longer beneficially owns the shares held by these adult children. |
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| (c) | Except as set forth herein, no transactions with respect to the securities of the Issuer have been effected during the past sixty days by the Reporting Person. |
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| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by the Reporting Person. |
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| (e) | Not applicable. |
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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