Form: 4

Statement of changes in beneficial ownership of securities

August 31, 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)
08/27/2020
(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               132,097 I Held by Living Trust (1)
Common Stock               215,921 I Held by Steel Veritone Fund I, LLC (2)
Common Stock               212,633 D  
Common Stock               2,003,349 I Held by RVH, LLC (3)

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
Stock Option (right to buy) $ 21.25 08/27/2020   D     1,357,425   (5) 05/06/2028 Common Stock 1,357,425 (4) 0 D  
Stock Option (right to buy) $ 11.97 08/27/2020   A   1,357,425     (6) 05/06/2028 Common Stock 1,357,425 (4) 1,357,425 D  

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   08/31/2020
**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) Shares are held by reporting person as trustee of a living trust.
(2) 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.
(3) Shares are held by RVH, LLC, a limited liability company. Reporting person is the sole manager and member of RVH, LLC.
(4) The exercise price of the performance-based stock option granted to reporting person on May 6, 2018 has been reduced from $21.25 to $11.97 per share pursuant to an amendment approved by the issuer's Board of Directors on August 27, 2020 (which amendment was approved by the issuer's stockholders on July 24, 2020). Such amendment is deemed a cancellation of an existing option and grant of a new option, as reflected in this Form 4.
(5) Stock option was to become exercisable in three equal tranches based on the achievement of stock price goals for the issuer's common stock. See explanation regarding the deemed cancellation of this option in footnote (4), and see footnote (6) for the vesting conditions applicable to the new performance-based stock option.
(6) Stock option will become exercisable in three equal tranches based on the achievement of stock price goals for the common stock of the issuer of $17.50 per share, $22.50 per share and $27.50 per share, respectively, subject to the continuous service of reporting person with the issuer.

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