Sec Form 4 Filing - GRAZIADIO G LOUIS III @ Veritone, Inc. - 2017-05-12

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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 (MM/DD/YY) 05/12/2017 (Street) REDONDO BEACH, CA90277 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/12/2017 P 30,092 A $ 15 30,092 D Common Stock 05/12/2017 P 41,621 A $ 15.64 71,713 D Common Stock 05/12/2017 P 3,842 A $ 14.5579 ( 1 ) 75,555 D Common Stock 05/12/2017 P 1,281 A $ 13.7836 ( 2 ) 76,836 D Common Stock 05/12/2017 P 45,048 A $ 15 45,048 I By GFT ( 3 ) Common Stock 05/12/2017 P 49,818 A $ 15.64 94,866 I By GFT ( 3 ) Common Stock 05/12/2017 P 5,671 A $ 14.5579 ( 1 ) 100,537 I By GFT ( 3 ) Common Stock 05/12/2017 P 1,890 A $ 13.7836 ( 2 ) 102,427 I By GFT ( 3 ) Common Stock 05/12/2017 P 5,415 A $ 15.64 5,415 I By Gina Carra ( 4 ) Common Stock 05/12/2017 P 3,439 A $ 14.5579 ( 1 ) 8,854 I By Gina Carra ( 4 ) Common Stock 05/12/2017 P 1,146 A $ 13.7836 ( 2 ) 10,000 I By Gina Carra ( 4 ) Common Stock 05/12/2017 P 2,083 A $ 15.64 2,083 I By Ginarra ( 5 ) Common Stock 05/12/2017 P 688 A $ 14.5579 ( 1 ) 2,771 I By Ginarra ( 5 ) Common Stock 05/12/2017 P 229 A $ 13.7836 ( 2 ) 3,000 I By Ginarra ( 5 ) Common Stock 05/12/2017 P 1,500 A $ 15.64 1,500 I By Spouse Common Stock 05/12/2017 P 1,000 A $ 15 1,000 I By minor child ( 6 ) Common Stock 05/12/2017 P 1,179 A $ 15.64 2,179 I By minor child ( 6 ) Common Stock 05/12/2017 P 241 A $ 14.5579 ( 1 ) 2,420 I By minor child ( 6 ) Common Stock 05/12/2017 P 80 A $ 13.7836 ( 2 ) 2,500 I By minor child ( 6 ) Common Stock 05/12/2017 P 1,000 A $ 15 1,000 I By minor child ( 7 ) Common Stock 05/12/2017 P 1,179 A $ 15.64 2,179 I By minor child ( 7 ) Common Stock 05/12/2017 P 241 A $ 14.5579 ( 1 ) 2,420 I By minor child ( 7 ) Common Stock 05/12/2017 P 80 A $ 13.7836 ( 2 ) 2,500 I By minor child ( 7 ) Common Stock 05/12/2017 P 12,477 A $ 14.5579 ( 1 ) 12,477 I By Ginmarra ( 8 ) Common Stock 05/12/2017 P 4,159 A $ 13.7836 ( 2 ) 16,636 I By Ginmarra ( 8 ) Common Stock 05/12/2017 P 2,500 A $ 15 2,500 I By Gino Trust ( 9 ) Common Stock 05/12/2017 P 1,706 A $ 14.5579 ( 1 ) 4,206 I By Gino Trust ( 9 ) Common Stock 05/12/2017 P 569 A $ 13.7836 ( 2 ) 4,775 I By Gino Trust ( 9 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 GRAZIADIO G LOUIS III 149 PALOS VERDES BLVD. SUITE G REDONDO BEACH, CA90277 X Signatures /s/ Ellen S. Bancroft, Attorney-in-Fact 05/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.30 to $15.14, inclusive. Mr. Graziadio undertakes to provide to Veritone, Inc. ("Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form 4. ( 2 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.31 to $14.20, inclusive. Mr. Graziadio undertakes to provide to Veritone, Inc. ("Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form 4. ( 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 Gina-Carra Partnership ("Gina-Carra"), a limited partnership of which Mr. Graziadio is the trustee of one of the general partners, which is a trust for the benefit of an adult daughter of Mr. Graziadio. Mr. Graziadio disclaims beneficial ownership of the shares owned by Gina-Carra as he has no pecuniary interest in such shares. ( 5 )These shares are owned by Ginarra Partners, LLC ("Ginarra"), a limited liability company owned by GFT and Gina-Carra and as to which Mr. Graziadio serves as president of the manager. Mr. Graziadio disclaims beneficial ownership of the shares owned by Ginarra as he has no pecuniary interest in such shares. ( 6 )Shares owned in the name of Mr. Graziadio's minor child, George L. Graziadio IV. ( 7 )Shares owned in the name of Mr. Graziadio's 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, Gina-Carra 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 Mr. Graziadio's minor child, 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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