Sec Form 4 Filing - Steelberg Ryan @ Veritone, Inc. - 2020-04-29

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) 04/29/2020 (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 04/29/2020 A 72,633 ( 1 ) A $ 0 72,633 D Common Stock 88,821 I By Living Trust ( 2 ) Common Stock 215,921 I By Steel Veritone Fund I, LLC ( 3 ) Common Stock 2,003,349 ( 4 ) I Held by RVH, LLC ( 5 )

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 Secur ity: 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 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 05/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of restricted stock units representing the right to receive upon vesting a total of 72,633 shares of the issuer's common stock. All such restricted stock units will vest on January 3, 2021, subject to the continuous service of reporting person with the issuer. ( 2 )Shares are held by reporting person as trustee of a living trust. ( 3 )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. ( 4 )Includes 1,677,694 shares distributed by Newport Coast Investments, LLC ("Newport") and 294,984 shares distributed by NCI Investments, LLC ("NCI") to reporting person, as trustee of his grantor trust, pursuant to pro rata distributions to the members of Newport and NCI. Also includes 30,671 shares previously held by reporting person directly. Reporting person has contributed all such shares to RVH, LLC, of which he is the sole member and manager, in exchange for membership interests. Reporting person had previously reported the aggregate number of the shares held by Newport and NCI as indirectly owned and disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. While such distributions have resulted in reporting person now reporting fewer shares owned, they have not changed his pecuniary interest in the shares previously held by Newport and NCI, and such distributions and contributions represent a change in form of ownership only. ( 5 )Shares are held by RVH, LLC, a limited liability company. Reporting person is the sole manager and member of RVH, LLC.

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).

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