Sec Form 4 Filing - Steelberg Chad @ Veritone, Inc. - 2020-08-27

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) 08/27/2020 (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 502,054 D Common Stock 215,921 I Held by Steel Veritone Fund I, LLC ( 1 ) Common Stock 160,426 I Held by CSVH, LLC ( 2 ) Common Stock 425,603 I Held by son ( 3 ) Common Stock 425,603 I Held by daughter ( 4 ) Common Stock 425,603 I Held by spouse as custodian ( 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 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 08/27/2020 D 1,809,900 ( 7 ) 05/06/2028 Common Stock 1,809,900 ( 6 ) 0 D Stock Option (right to buy) $ 11.97 08/27/2020 A 1,809,900 ( 8 ) 05/06/2028 Common Stock 1,809,900 ( 6 ) 1,809,900 D

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 08/31/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Shares are held by CSVH, LLC, a limited liability company. Reporting person is the sole manager and member of CSVH, LLC. ( 3 )Shares are held by reporting person's son. Reporting person disclaims beneficial ownership of such shares. ( 4 )Shares are held by reporting person's daughter. Reporting person disclaims beneficial ownership of such shares. ( 5 )Shares are held by reporting person's spouse, as custodian for his minor daughter. Reporting person disclaims beneficial ownership of such shares. ( 6 )The exercise price of the performance-based stock option granted to reporting person on May 6, 2018 has been reduced from $21.25 to $11.97 per share pursuant to an amendment approved by the issuer's Board of Directors on August 27, 2020 (which amendment was approved by the issuer's stockholders on July 24, 2020). Such amendment is deemed a cancellation of an existing option and grant of a new option, as reflected in this Form 4. ( 7 )Stock option was to become exercisable in three equal tranches based on the achievement of stock price goals for the issuer's common stock. See explanation regarding the deemed cancellation of this option in footnote (6), and see footnote (8) for the vesting conditions applicable to the new performance-based stock option. ( 8 )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 $17.50 per share, $22.50 per share and $27.50 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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