Sec Form 4 Filing - Steelberg Chad @ Veritone, Inc. - 2022-04-22

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 Steelberg Chad 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2420 17TH STREET, OFFICE 3002 3. Date of Earliest Transaction (MM/DD/YY) 04/22/2022 (Street) DENVER, CO80202 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 04/22/2022 A 3,692 ( 1 ) A $ 0 508,349 ( 2 ) D Common Stock 04/22/2023 F 1,831 ( 3 ) D $ 5.06 506,518 D Common Stock 04/22/2023 A 19,743 ( 4 ) A $ 0 19,743 I Held by Steel Holdings, LLC ( 5 ) Common Stock 59,629 I The C&CS Family Trust dated September 7, 2012 ( 6 ) Common Stock 160,426 I Held by CSVH, LLC ( 7 ) Common Stock 425,603 I Held by Son ( 8 ) Common Stock 425,603 I Held by Daughter ( 9 ) Common Stock 425,603 I Held by spouse as custodian ( 10 )

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 Steelberg Chad 2420 17TH STREET, OFFICE 3002 DENVER, CO80202 X X Signatures /s/ Craig Gatarz, As Attorney-in-fact 04/25/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of restricted stock units ("RSUs") representing the right to receive shares of the issuer's common stock upon vesting. The RSUs vested in full on April 22, 2023. ( 2 )Represents the number of shares held as of April 22, 2023. ( 3 )Represents shares that were withheld for payment of taxes upon vesting of restricted stock units. ( 4 )Pursuant to the Independent Contractor Services Agreement, dated as of January 4, 2023, by and between the issuer and Steel Holdings, LLC, an entity affiliated with the reporting person ("Consultant"), on January 31, 2023, the Consultant was granted restricted stock units, the vesting of which was subject to both performance-based and service-based conditions ("PSUs"). The number of shares reported represents the number of PSUs that were earned as a result of the achievement of certain of the performance conditions. ( 5 )Reporting person is the sole manager and member of Steel Holdings, LLC. ( 6 )Reporting person is the trustee of The C&CS Family Trust dated September 7, 2012 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. ( 7 )Reporting person is the sole manager and member of CSVH, LLC. ( 8 )Shares are held by reporting person's son. Reporting person disclaims beneficial ownership of such shares. ( 9 )Shares are held by reporting person's daughter. Reporting person disclaims beneficial ownership of such shares. ( 10 )Shares are held by reporting person's spouse, as custodian for his minor daughter. Reporting person disclaims beneficial ownership of 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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