Sec Form 4 Filing - Steelberg Chad @ Veritone, Inc. - 2018-04-30

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 X __ Officer (give title below) _____ Other (specify below) CEO, Chairman of the Board (Last) (First) (Middle) C/O VERITONE, INC., 575 ANTON BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2018 (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 04/30/2018 P( 1 ) 6,731 A $ 20.8423 ( 2 ) 65,203 D Common Stock 04/30/2018 P( 1 ) 4,781 A $ 21.2075 ( 3 ) 69,984 D Common Stock 3,355,387 I By Newport Coast Investments, LLC ( 4 ) Common Stock 298,287 I By Steel Holdings, LLC ( 5 ) Common Stock 589,968 I By NCI Investments, LLC ( 6 ) Common Stock 215,921 I By Steel Veritone Fund I, LLC ( 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 Steelberg Chad C/O VERITONE, INC. 575 ANTON BOULEVARD COSTA MESA, CA92626 X X CEO, Chairman of the Board Signatures /s/Jeffrey B. Coyne, as attorney-in-fact for reporting person 05/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transaction was effected pursuant to a Rule 10b5-1 Trading Plan adopted by reporting person on March 15, 2018. ( 2 )Reflects the weighted-average purchase price for an aggregate of 6,731 shares purchased in multiple transactions at prices ranging from $20.32 to $20.99 per share. Reporting person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. ( 3 )Reflects the weighted-average purchase price for an aggregate of 4,781 shares purchased in multiple transactions at prices ranging from $21.00 to $21.57 per share. Reporting person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. ( 4 )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. ( 5 )Shares are held by Steel Holdings, LLC. Reporting person is the Manager and member of Steel Holdings, 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. ( 6 )Shares are held by NCI Investments, LLC ("NCI"). Reporting person is the Manager of NCI (and his grantor trust 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. ( 7 )Shares are held by Steel Veritone Fund I, LLC ("SVF"). Reporting person is the Manager of SVF (and his grantor trust 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.

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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