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 2,500 A $ 15 2,500 I By Marianna Trust ( 3 ) Common Stock 05/12/2017 P 1,706 A $ 14.5579 ( 1 ) 4,206 I By Marianna Trust ( 3 ) Common Stock 05/12/2017 P 569 A $ 13.7836 ( 2 ) 4,775 I By Marianna Trust ( 3 ) Common Stock 05/12/2017 P 6,856 A $ 15.64 6,856 I By Annuity Trust ( 4 ) Common Stock 05/12/2017 P 1,430 A $ 15 1,430 I By Foundation ( 5 ) Common Stock 05/12/2017 P 349 A $ 15.64 1,779 I By Foundation ( 5 ) Common Stock 05/12/2017 P 541 A $ 14.5579 ( 1 ) 2,320 I By Foundation ( 5 ) Common Stock 05/12/2017 P 180 A $ 13.7836 ( 2 ) 2,500 I By Foundation ( 5 ) Common Stock 05/12/2017 P 15,000 A $ 15 15,000 I By Boss Holdings ( 6 ) Common Stock 05/12/2017 P 34,805 A $ 14.5579 ( 1 ) 49,805 I By Boss Holdings ( 6 ) Common Stock 05/12/2017 P 11,601 A $ 13.7836 ( 2 ) 61,406 I By Boss Holdings ( 6 ) Common Stock 05/12/2017 P 1,430 A $ 15 1,430 I By Western Metals ( 7 ) Common Stock 05/12/2017 P 2,144 A $ 14.5579 ( 1 ) 3,574 I By Western Metals ( 7 ) Common Stock 05/12/2017 P 715 A $ 13.7836 ( 2 ) 4,289 I By Western Metals ( 7 )

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 George & Reva Graziadio Grandchildren Trust II for the benefit of Mr. Graziadio's minor child, 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. ( 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 Mr. Graziadio's minor children 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 the George and Reva Graziadio Foundation (the "Foundation"), a charitable foundation established by Mr. Graziadio's parents, 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. ( 6 )These shares are owned by Boss Holdings, Inc. ("Boss Hol dings"), 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. ( 7 )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.

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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