FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Veritone, Inc. [ VERI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/15/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/15/2018 | J(1) | 29,400 | A | $0 | 29,400 | I | By Trust(2) | ||
Common Stock | 43,184(3) | I | By BigBoy, LLC(4) | |||||||
Common Stock | 10,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Common Stock Purchase Warrant (right to buy) | $13.6088 | 03/24/2017 | 03/24/2027 | Common Stock | 3,918 | 3,918(5) | I | By BigBoy, LLC(6) | |||||||
Common Stock Purchase Warrant (right to buy) | $13.6088 | 04/17/2017 | 04/17/2027 | Common Stock | 3,918 | 3,918(5) | I | By BigBoy, LLC(6) | |||||||
Common Stock Purchase Warrant (right to buy) | $13.6088 | 05/11/2017 | 05/11/2027 | Common Stock | 3,918 | 3,918(5) | I | By BigBoy, LLC(6) | |||||||
Common Stock Purchase Warrant (right to buy) | $13.6088 | 05/11/2017 | 05/11/2027 | Common Stock | 3,918 | 3,918(5) | I | By BigBoy, LLC(6) |
Explanation of Responses: |
1. Shares were acquired by reporting person, as trustee of his living trust, as a result of a pro rata distribution by BV16, LLC to all of its members. |
2. Shares are held by reporting person, as trustee of his living trust. |
3. Consists of shares that have been distributed by Veritone LOC I, LLC ("VLOC") to BigBoy, LLC pursuant to a pro rata distribution to all of the members of VLOC. As the Manager of VLOC, reporting person had previously reported the aggregate number of the shares of the issuer held by VLOC as indirectly owned by reporting person and disclaimed beneficial ownership of such shares except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer shares owned, it has not changed his pecuniary interest in the shares previously held by VLOC and represents a change in form of indirect ownership only. |
4. Shares are owned by BigBoy, LLC. Reporting person is the Manager of, and owns 50% of the membership interests in, BigBoy, LLC. Reporting person disclaims beneficial ownership of the shares owned by BigBoy, LLC, except to the extent of his pecuniary interest in such shares. |
5. Consists of warrants that have been distributed by VLOC to BigBoy, LLC pursuant to a pro rata distribution to all of the members of VLOC. As the Manager of VLOC, reporting person had previously reported the aggregate number of warrants held by VLOC as indirectly owned by reporting person and disclaimed beneficial ownership of such warrants except to the extent of his pecuniary interest therein. While such distribution has resulted in reporting person now reporting fewer warrants, it has not changed his pecuniary interest in the warrants previously held by VLOC and represents a change in form of indirect ownership only. |
6. Warrants are held by BigBoy, LLC. Reporting person is the Manager of, and owns 50% of the membership interests in, BigBoy, LLC. Reporting person disclaims beneficial ownership of the warrants held by BigBoy, LLC, except to the extent of his pecuniary interest therein. |
Remarks: |
/s/Jeffrey B. Coyne, as attorney-in-fact for reporting person | 03/19/2018 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |