Form: 4

Statement of changes in beneficial ownership of securities

May 1, 2020

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 *
Steelberg Ryan
   2. Issuer Name and Ticker or Trading Symbol
Veritone, Inc. [VERI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
(Last)
(First)
(Middle)
C/O VERITONE, INC., 575 ANTON BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
04/29/2020
(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 04/29/2020   A   72,633 (1) A $ 0 72,633 D  
Common Stock               88,821 I By Living Trust (2)
Common Stock               215,921 I By Steel Veritone Fund I, LLC (3)
Common Stock               2,003,349 (4) I Held by RVH, LLC (5)

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

Reporting Owners

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

Signatures

 /s/Jeffrey B. Coyne, as attorney-in-fact for reporting person   05/01/2020
**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) Consists of restricted stock units representing the right to receive upon vesting a total of 72,633 shares of the issuer's common stock. All such restricted stock units will vest on January 3, 2021, subject to the continuous service of reporting person with the issuer.
(2) Shares are held by reporting person as trustee of a living trust.
(3) Shares are held by Steel Veritone Fund I, LLC ("SVF"). The grantor trust of reporting person owns 50% of the membership interests in SVF and, as such, reporting person may be deemed a beneficial owner of such shares. Reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(4) Includes 1,677,694 shares distributed by Newport Coast Investments, LLC ("Newport") and 294,984 shares distributed by NCI Investments, LLC ("NCI") to reporting person, as trustee of his grantor trust, pursuant to pro rata distributions to the members of Newport and NCI. Also includes 30,671 shares previously held by reporting person directly. Reporting person has contributed all such shares to RVH, LLC, of which he is the sole member and manager, in exchange for membership interests. Reporting person had previously reported the aggregate number of the shares held by Newport and NCI as indirectly owned and disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. While such distributions have resulted in reporting person now reporting fewer shares owned, they have not changed his pecuniary interest in the shares previously held by Newport and NCI, and such distributions and contributions represent a change in form of ownership only.
(5) Shares are held by RVH, LLC, a limited liability company. Reporting person is the sole manager and member of RVH, LLC.

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