Sec Form 4 Filing - Steelberg Ryan @ Veritone, Inc. - 2018-03-15

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 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 (MM/DD/YY) 03/15/2018 (Street) COSTA MESA, CA92626 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 3,355,387 I By Newport Coast Investments, LLC ( 1 ) Common Stock 589,968 ( 2 ) I By NCI Investments, LLC ( 3 ) Common Stock 215,921 ( 4 ) I By Steel Veritone Fund I, LLC ( 5 ) Common Stock 98,140 D

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 Stock Option (right to buy) $ 15.14 03/15/2018 A 68,015 03/15/2019( 6 ) 03/15/2028 Common Stock 68,015 $ 0 68,015 D Common Stock Purchase Warrant (right to buy) $ 13.6088 03/24/2017 03/24/2027 Common Stock 19,590 19,590 ( 7 ) I By Steel Veritone Fund I, LLC ( 8 ) Common Stock Purchase Warrant $ 13.6088 04/17/2017 04/17/2027 Common Stock 19,590 19,590 ( 7 ) I By Steel Veritone Fund I, LLC ( 8 ) Common Stock Purchase Warrant (right to buy) $ 13.6088 05/11/2017 05/11/2027 Common Stock 19,591 19,591 ( 7 ) I By Steel Veritone Fund I, LLC ( 8 ) Common Stock Purchase Warrant (right to buy) $ 13.6088 05/11/2017 05/11/2027 Common Stock 19,591 19,591 ( 7 ) I By Steel Veritone Fund I, LLC ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Steelberg Ryan C/O VERITONE, INC. 575 ANTON BOULEVARD COSTA MESA, CA92626 X X President Signatures /s/Jeffrey B. Coyne, as attorney-in-fact for reporting person 03/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held by Newport Coast Investments, LLC. The grantor trust of reporting person (of which reporting person is a trustee) is a managing member of Newport Coast Investments, LLC 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. ( 2 )Consists of shares that have been distributed by BV16, LLC ("BV16") to NCI Investments, LLC ("NCI") pursuant to a pro rata distribution to all of the members of BV16. Reporting person had previously reported the aggregate number of the shares of the issuer held by BV16 as indirectly owned by reporting person and disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer shares owned, it has not changed his pecuniary interest in the shares previously held by BV16 and represents a change in form of indirect ownership only. ( 3 )Shares are held by NCI. The grantor trust of reporting person owns 50% of the membership interests in NCI 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 )Consists of shares that have been distributed by Veritone LOC I, LLC ("VLOC") to Steel Veritone Fund I, LLC pursuant to a pro rata distribution to all of the members of VLOC. Reporting person had previously reported the aggregate number of the shares of the issuer held by VLOC as indirectly owned by reporting person and disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer shares owned, it has not changed his pecuniary interest in the shares previously held by VLOC and represents a change in form of indirect ownership only. ( 5 )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. ( 6 )25% of the shares subject to the option will vest on the first anniversary of the grant date, and 1/48th of the shares subject to the option will vest in monthly installments thereafter, subject to the continuous service of reporting person with the issuer. ( 7 )Consists of warrants that have been distributed by VLOC to SVF pursuant to a pro rata distribution to all of the members of VLOC. Reporting person had previously reported the aggregate number of warrants held by VLOC as indirectly owned by reporting person and disclaimed beneficial ownership of such warrants except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer warrants, it has not changed his pecuniary interest in the warrants previously held by VLOC and represents a change in form of indirect ownership only. ( 8 )Warrants are held by SVF. The grantor trust of reporting person owns 50% of the membership interests of SVF. Reporting person disclaims beneficial ownership of the warrants held by SVF, except to the extent of his pecuniary interest therein.

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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