Form: 4

Statement of changes in beneficial ownership of securities

March 19, 2018

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gehl Jeff Patrick
  2. Issuer Name and Ticker or Trading Symbol
Veritone, Inc. [VERI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O VERITONE, INC., 575 ANTON BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2018
(Street)

COSTA MESA, CA 92626
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 03/15/2018   J(1)   29,400 A $ 0 29,400 I By Trust (2)
Common Stock               43,184 (3) I By BigBoy, LLC (4)
Common Stock               10,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Common Stock Purchase Warrant (right to buy) $ 13.6088             03/24/2017 03/24/2027 Common Stock 3,918   3,918 (5) I By BigBoy, LLC (6)
Common Stock Purchase Warrant (right to buy) $ 13.6088             04/17/2017 04/17/2027 Common Stock 3,918   3,918 (5) I By BigBoy, LLC (6)
Common Stock Purchase Warrant (right to buy) $ 13.6088             05/11/2017 05/11/2027 Common Stock 3,918   3,918 (5) I By BigBoy, LLC (6)
Common Stock Purchase Warrant (right to buy) $ 13.6088             05/11/2017 05/11/2027 Common Stock 3,918   3,918 (5) I By BigBoy, LLC (6)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gehl Jeff Patrick
C/O VERITONE, INC.
575 ANTON BOULEVARD
COSTA MESA, CA 92626
  X      

Signatures

 /s/Jeffrey B. Coyne, as attorney-in-fact for reporting person   03/19/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares were acquired by reporting person, as trustee of his living trust, as a result of a pro rata distribution by BV16, LLC to all of its members.
(2) Shares are held by reporting person, as trustee of his living trust.
(3) Consists of shares that have been distributed by Veritone LOC I, LLC ("VLOC") to BigBoy, LLC pursuant to a pro rata distribution to all of the members of VLOC. As the Manager of VLOC, reporting person had previously reported the aggregate number of the shares of the issuer held by VLOC as indirectly owned by reporting person and disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer shares owned, it has not changed his pecuniary interest in the shares previously held by VLOC and represents a change in form of indirect ownership only.
(4) Shares are owned by BigBoy, LLC. Reporting person is the Manager of, and owns 50% of the membership interests in, BigBoy, LLC. Reporting person disclaims beneficial ownership of the shares owned by BigBoy, LLC, except to the extent of his pecuniary interest in such shares.
(5) Consists of warrants that have been distributed by VLOC to BigBoy, LLC pursuant to a pro rata distribution to all of the members of VLOC. As the Manager of VLOC, reporting person had previously reported the aggregate number of warrants held by VLOC as indirectly owned by reporting person and disclaimed beneficial ownership of such warrants except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer warrants, it has not changed his pecuniary interest in the warrants previously held by VLOC and represents a change in form of indirect ownership only.
(6) Warrants are held by BigBoy, LLC. Reporting person is the Manager of, and owns 50% of the membership interests in, BigBoy, LLC. Reporting person disclaims beneficial ownership of the warrants held by BigBoy, LLC, except to the extent of his pecuniary interest therein.

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