Sec Form 4 Filing - GANLEY JOHN A JR @ Veritone, Inc. - 2019-02-12

Insider filing report for Changes in Beneficial Ownership
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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
GANLEY JOHN A JR
2. Issuer Name and Ticker or Trading Symbol
Veritone, Inc. [ VERI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Human Resources
(Last) (First) (Middle)
C/O VERITONE, INC., 575 ANTON BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
02/12/2019
(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 02/12/2019 A 16,845 ( 1 ) A $ 0 19,845 ( 2 ) 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) $ 5.65 02/12/2019 A 15,000 ( 3 ) 02/12/2029 Common Stock 15,000 $ 0 15,000 D
Stock Option (right to buy) $ 5.65 02/12/2019 A 26,001 ( 4 ) 02/12/2029 Common Stock 26,001 $ 0 26,001 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GANLEY JOHN A JR
C/O VERITONE, INC.
575 ANTON BOULEVARD
COSTA MESA, CA92626
EVP, Human Resources
Signatures
/s/Jeffrey B. Coyne, as attorney-in-fact for reporting person 02/13/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of restricted stock units representing the right to receive upon vesting a total of 16,845 shares of the issuer's common stock. All such restricted stock units will vest on January 3, 2020, subject to the continuous service of reporting person with the issuer.
( 2 )Includes a total of 2,000 shares acquired by reporting person through the Employee Stock Purchase Plan of the issuer on July 31, 2018 and January 31, 2019.
( 3 )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.
( 4 )Stock option will become exercisable in three equal tranches based on the achievement of stock price goals for the common stock of the issuer of $49.15 per share, $98.31 per share and $196.62 per share, respectively, subject to the continuous service of reporting person with the issuer.

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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