Sec Form 4 Filing - Steelberg Ryan @ Veritone, Inc. - 2018-05-07

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) 05/07/2018 (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 05/07/2018 G( 1 ) V 67,469 D $ 0 30,671 D Common Stock 3,355,387 I By Newport Coast Investments, LLC ( 2 ) Common Stock 589,968 I By NCI Investments, LLC ( 3 ) Common Stock 215,921 I By Steel Veritone Fund I, LLC ( 4 )

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) $ 21.25 06/29/2018( 5 ) A 1,357,425 ( 6 ) 05/06/2028 Common Stock 1,357,425 $ 0 1,357,425 D

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 07/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were transferred by reporting person by gift to an irrevocable trust. Reporting person no longer has any pecuniary interest in, or voting or dispositive control over, such shares. ( 2 )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. ( 3 )Shares are held by NCI Investments, LLC ("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 )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. ( 5 )Stock option grant was approved by a special committee of the Board of Directors of the issuer on May 6, 2018, subject to approval by stockholders, and was approved by stockholders on June 29, 2018. ( 6 )Stock option will become exercisable in three equal tranches based on the achievement of stock price goals for the issuer's common stock of $49.15 per share, $98.31 per share and $196.62 per share, respectively, subject to the reporting person's continued service as the issuer's President, or in such other position as may be approved by the Compensation Committee of the issuer's Board of Directors.

Remarks: Box 3 reflects the date of a gift that is being reported voluntarily on this Form 4. The date of the earliest transaction required to be reported on this Form 4 is June 29, 2018.

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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