May 15, 2018 - Graziadio G Louis Iii - 4: Statement of changes in beneficial ownership of securities

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GRAZIADIO G LOUIS III

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)

149 PALOS VERDES BLVD., SUITE G

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2018

(Street)

REDONDO BEACH, CA 90277

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2018		M⁽¹⁾		5,000	A	⁽²⁾	88,849	D
Common Stock								137,200	I	By Graziadio Family Trust ⁽³⁾
Common Stock								8,200	I	By Annuity Trust ⁽⁴⁾
Common Stock								3,300	I	By Ginarra ⁽⁵⁾
Common Stock								1,800	I	By spouse
Common Stock								2,700	I	By minor child ⁽⁶⁾
Common Stock								2,700	I	By minor child ⁽⁷⁾
Common Stock								16,636	I	By Ginmarra ⁽⁸⁾
Common Stock								4,775	I	By Gino Trust ⁽⁹⁾
Common Stock								4,775	I	By Marianna Trust ⁽¹⁰⁾
Common Stock								2,500	I	By Foundation ⁽¹¹⁾
Common Stock								61,406	I	By Boss Holdings, Inc. ⁽¹²⁾
Common Stock								4,289	I	By Western Metals Corporation ⁽¹³⁾
Common Stock								4,700	I	By Graziadio Dynasty Trust ⁽¹⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁵⁾

05/11/2018

M⁽¹⁾

5,000

⁽¹⁶⁾

Common Stock

5,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GRAZIADIO G LOUIS III 149 PALOS VERDES BLVD. SUITE G REDONDO BEACH, CA 90277	X

Signatures

/s/Jeffrey B. Coyne, as attorney-in-fact for reporting person		05/15/2018
^**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)	Represents the automatic settlement upon vesting of restricted stock units that had been issued to reporting person on May 11, 2017.
(2)	The restricted stock units were converted into common stock on a one-for-one basis, and no purchase price was paid.
(3)	These shares are owned by the Graziadio Family Trust u/d/t 11/13/75 ("GFT"), an irrevocable trust established by Mr. Graziadio for the benefit of his children. Mr. Graziadio is neither a trustee nor a beneficiary of GFT and disclaims beneficial ownership of the shares owned by GFT except to the extent of the pecuniary interest of his minor children in such shares.
(4)	These shares are owned by the George & Reva Graziadio Charitable Lead Annuity Trust ("Annuity Trust") as to which Mr. Graziadio is the trustee and the minor children of Mr. Graziadio are remainder beneficiaries. Mr. Graziadio disclaims beneficial ownership of the shares owned by the Annuity Trust except to the extent of the pecuniary interest of his minor children in such shares.
(5)	These shares are owned by Ginarra Partners, LLC ("Ginarra"), a limited liability company majority owned by GFT and as to which Mr. Graziadio serves as president of the manager. Mr. Graziadio disclaims beneficial ownership of the shares owned by Ginarra except to the extent of the pecuniary interest of his minor children in such shares.
(6)	These shares are held by reporting person as custodian for his minor child, George L. Graziadio IV.
(7)	These shares are held by reporting person as custodian for his minor child, Marianna R. Graziadio.
(8)	These shares are owned by Ginmarra Investors Fund 1 LLC ("Ginmarra"), a limited liability company majority owned by GFT and Ginarra and as to which Mr. Graziadio serves as president of the manager. Mr. Graziadio disclaims ownership of the shares owned by Ginmarra except to the extent of his pecuniary interest in such shares.
(9)	These shares are owned by George & Reva Graziadio Grandchildren Trust II for the benefit of the minor child of Mr. Graziadio, George L. Graziadio IV ("Gino Trust"). Mr. Graziadio is the trustee of the Gino Trust, but disclaims beneficial ownership of the shares owned by the Gino Trust except to the extent of the pecuniary interest of his minor child in such shares.
(10)	These shares are owned by George & Reva Graziadio Grandchildren Trust II for the benefit of the minor child of Mr. Graziadio, Marianna Graziadio ("Marianna Trust"). Mr. Graziadio is the trustee of the Marianna Trust, but disclaims beneficial ownership of the shares owned by the Marianna Trust except to the extent of the pecuniary interest of his minor child in such shares.
(11)	These shares are owned by the George and Reva Graziadio Foundation (the "Foundation"), a charitable foundation established by the parents of Mr. Graziadio, as to which Mr. Graziadio has no pecuniary interest. Mr. Graziadio is one of three directors of the Foundation, does not have the right to control disposition of the shares owned by the Foundation and disclaims beneficial ownership of the shares owned by the Foundation as he has no pecuniary interest in such shares.
(12)	These shares are owned by Boss Holdings, Inc. ("Boss Holdings"), a corporation as to which Mr. Graziadio, GFT and Ginarra together are majority shareholders and Mr. Graziadio is chairman and chief executive officer. Mr. Graziadio disclaims beneficial ownership of the shares owned by Boss Holdings except to the extent of his pecuniary interest in such shares.
(13)	These shares are owned by Western Metals Corporation ("Western Metals"), a corporation as to which GFT and Ginarra beneficially own a significant pecuniary interest and Mr. Graziadio is the president. Mr. Graziadio disclaims beneficial ownership of the shares owned by Western Metals except to the extent of his pecuniary interest in such shares.
(14)	These shares are owned by the Graziadio Dynasty Trust II for the benefit of reporting person.
(15)	Each restricted stock unit represents a right to receive one share of common stock.
(16)	The restricted stock units vested on May 11, 2018.

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