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 | 3,355,387 | I | By Newport Coast Investments, LLC(1) | |||||||
Common Stock | 589,968(2) | I | By NCI Investments, LLC(3) | |||||||
Common Stock | 215,921(4) | I | By Steel Veritone Fund I, LLC(5) | |||||||
Common Stock | 98,140 | 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 | ||||||||
Stock Option (right to buy) | $15.14 | 03/15/2018 | A | 68,015 | 03/15/2019(6) | 03/15/2028 | Common Stock | 68,015 | $0 | 68,015 | D | ||||
Common Stock Purchase Warrant (right to buy) | $13.6088 | 03/24/2017 | 03/24/2027 | Common Stock | 19,590 | 19,590(7) | I | By Steel Veritone Fund I, LLC(8) | |||||||
Common Stock Purchase Warrant | $13.6088 | 04/17/2017 | 04/17/2027 | Common Stock | 19,590 | 19,590(7) | I | By Steel Veritone Fund I, LLC(8) | |||||||
Common Stock Purchase Warrant (right to buy) | $13.6088 | 05/11/2017 | 05/11/2027 | Common Stock | 19,591 | 19,591(7) | I | By Steel Veritone Fund I, LLC(8) | |||||||
Common Stock Purchase Warrant (right to buy) | $13.6088 | 05/11/2017 | 05/11/2027 | Common Stock | 19,591 | 19,591(7) | I | By Steel Veritone Fund I, LLC(8) |
Explanation of Responses: |
1. 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. |
2. Consists of shares that have been distributed by BV16, LLC ("BV16") to NCI Investments, LLC ("NCI") pursuant to a pro rata distribution to all of the members of BV16. Reporting person had previously reported the aggregate number of the shares of the issuer held by BV16 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 BV16 and represents a change in form of indirect ownership only. |
3. Shares are held by 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. Consists of shares that have been distributed by Veritone LOC I, LLC ("VLOC") to Steel Veritone Fund I, LLC pursuant to a pro rata distribution to all of the members 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. |
5. 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. |
6. 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. |
7. Consists of warrants that have been distributed by VLOC to SVF pursuant to a pro rata distribution to all of the members 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. |
8. Warrants are held by SVF. The grantor trust of reporting person owns 50% of the membership interests of SVF. Reporting person disclaims beneficial ownership of the warrants held by SVF, 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. |