<SEC-DOCUMENT>0000899243-17-012954.txt : 20170512
<SEC-HEADER>0000899243-17-012954.hdr.sgml : 20170512
<ACCEPTANCE-DATETIME>20170512105614
ACCESSION NUMBER:		0000899243-17-012954
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20170511
FILED AS OF DATE:		20170512
DATE AS OF CHANGE:		20170512

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Veritone, Inc.
		CENTRAL INDEX KEY:			0001615165
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
		IRS NUMBER:				471161641
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		3366 VIA LIDO
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92663
		BUSINESS PHONE:		888-507-1737

	MAIL ADDRESS:	
		STREET 1:		3366 VIA LIDO
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92663

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Steelberg Chad
		CENTRAL INDEX KEY:			0001704669

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38093
		FILM NUMBER:		17836966

	MAIL ADDRESS:	
		STREET 1:		3366 VIA LIDO
		CITY:			NEWPORT BEACH
		STATE:			CA
		ZIP:			92663
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2017-05-11</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001615165</issuerCik>
        <issuerName>Veritone, Inc.</issuerName>
        <issuerTradingSymbol>VERI</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001704669</rptOwnerCik>
            <rptOwnerName>Steelberg Chad</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O VERITONE, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>3366 VIA LIDO</rptOwnerStreet2>
            <rptOwnerCity>NEWPORT BEACH</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>92663</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>CEO and Chairman of the Board</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>961774</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Newport Coast Investments, LLC</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>961835</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By BV16, LLC</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>85000</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By: Steel Holdings, LLC</value>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Series A Convertible Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>2.9412</value>
                <footnoteId id="F4"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <value>2014-07-16</value>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F4"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>2393613</value>
                    <footnoteId id="F4"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Newport Coast Investments, LLC</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series B Convertible Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>8.803</value>
                <footnoteId id="F5"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <value>2014-07-16</value>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F5"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>76970</value>
                    <footnoteId id="F5"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By  VIF I, LLC</value>
                    <footnoteId id="F6"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">The reporting person is a trustee of his grantor trust, which is one of the managing members of Newport Coast Investments, LLC, and as such the reporting person may be deemed a beneficial owner of shares of common stock directly held by Newport Coast Investments, LLC. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the &quot;Act&quot;) or otherwise, the beneficial owner of all of the securities held by such entity.</footnote>
        <footnote id="F2">The reporting person is the Manager of NCI Investments, LLC, which is the Manager of BV16, LLC, and as such the reporting person may be deemed a beneficial owner of shares of common stock directly held by BV16, LLC. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of all of the securities held by such entities.</footnote>
        <footnote id="F3">The reporting person is the Manager of Steel Holdings, LLC. and as such the reporting person may be deemed a beneficial owner of shares of common stock directly held by Steel Holdings, LLC. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of all of the securities held by such entity.</footnote>
        <footnote id="F4">The reporting person beneficially owns 3,205,917 shares of Series A convertible preferred stock, which is convertible into common stock at any time at the election of the holder or automatically converts into common stock upon completion the proposed initial public offering at a rate of approximately .74 (which includes liquidation preferences accrued through May 17, 2017).  The Series A convertible preferred stock has no expiration date. The conversion price reported in Column 4 reflects a 1-for-.60 reverse stock split of the common stock effected in April 2017.</footnote>
        <footnote id="F5">The reporting person beneficially owns 103,093 shares of Series B convertible preferred stock, which is convertible into common stock at any time at the election of the holder or automatically converts into common stock upon completion the proposed initial public offering at a rate of approximately .74 (which includes liquidation preferences accrued through May 17, 2017).  The Series B convertible preferred stock has no expiration date. The conversion price reported in Column 4 reflects a 1-for-.60 reverse stock split of the common stock effected in April 2017.</footnote>
        <footnote id="F6">The reporting person is the Manager of VIF I, LLC, and as such the reporting person may be deemed a beneficial owner of shares of common stock directly held by VIF I, LLC. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of all of the securities held by such entity.</footnote>
    </footnotes>

    <remarks>Exhibit list:
Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/S/ Ellen S. Bancroft, Attorney- in -Fact</signatureName>
        <signatureDate>2017-05-11</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Peter F. Collins, Jeffrey B. Coyne, Ellen Bancroft and Hong Ta, and
each of them, with full authority to act without the others, as the
undersigned's true and lawful attorneys-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as a reporting person pursuant to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
thereunder, of Veritone, Inc., a Delaware corporation (the "Company"), Form ID
and Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act;

        (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form ID and Form 3, 4, or 5 and file such form with the United States Securities
and Exchange Commission and any stock exchange or similar authority or
organization; and

        (3)     take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of any of such attorneys-in-fact, may be of
benefit to, in the best interest of, or legally required of, the undersigned, it
being understood that the documents executed by any of such attorneys-in-fact on
behalf of the undersigned, pursuant to this Power of Attorney, shall be in such
form and shall contain such terms and conditions as any of such
attorneys-in-fact may approve in the sole discretion of any of such
attorneys-in-fact.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that any of such
attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-
fact, shall lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 11th day of May, 2017.


                                        /s/ Chad Steelberg
                                        ---------------------------------------
                                        Chad Steelberg
</PRE>
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</DOCUMENT>
</SEC-DOCUMENT>
