This statement constitutes Amendment No. 7 (Amendment No. 7) to the
Statement on Schedule 13D filed with the Securities and Exchange Commission (the SEC) on October 3, 2017, as previously amended by the Amendment No. 1 to the Statement on Schedule 13D filed with the SEC on March 20, 2018,
the Amendment No. 2 to the Statement on Schedule 13D filed with the SEC on May 16, 2018, the Amendment No. 3 to the Statement on Schedule 13D filed with the SEC on April 24, 2020, the Amendment No. 4 to the Statement on
Schedule 13D filed with the SEC on June 29, 2020, the Amendment No. 5 to the Statement on Schedule 13D filed with the SEC on September 30, 2020, and the Amendment No. 6 to the Statement on Schedule 13D filed with the SEC on
January 15, 2021 (collectively, the Schedule 13D), jointly by (i) Chad Steelberg, an individual and (ii) Ryan Steelberg, an individual, relating to the shares of Common Stock, par value $0.001 (the Shares), of
Veritone, Inc., a Delaware corporation (the Issuer). The foregoing persons are sometimes referred to in the Schedule 13D, as amended by this Amendment No. 7, as a Reporting Person and collectively as the Reporting
Persons.
This Amendment No. 7 amends the Schedule 13D as specifically set forth herein. All capitalized terms contained but
not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Responses to each item of the Schedule 13D, as amended by this Amendment No. 7, are incorporated by reference into the responses to each other
item, as applicable.
Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended to add the following information:
Vesting of CEO Award and President Award
On February 19, 2021, the Issuer achieved the third stock price milestone applicable to the CEO Award and the President Award. As a
result, the third installment of the CEO Award, representing an option to purchase an aggregate of 603,300 Shares, and the third installment of the President Award, representing an option to purchase an aggregate of 452,475 Shares, have vested and
become exercisable. Accordingly, such Shares are now included in the total Shares reported as beneficially owned by the Reporting Persons.
Awards
of Restricted Stock Units
On February 11, 2021, the Issuer granted to Chad Steelberg under the Issuers 2017 Stock
Incentive Plan an award of restricted stock units representing the right to receive upon vesting 179,845 Shares, which will vest in full on February 11, 2022, subject to his continuous service with the Issuer.
On February 11, 2021, the Issuer granted to Ryan Steelberg under the Issuers 2017 Stock Incentive Plan an award of restricted stock
units representing the right to receive upon vesting 127,422 Shares, which will vest in full on February 11, 2022, subject to his continuous service with the Issuer.
Such awards of restricted stock units were granted pursuant to the terms of the Employment Agreements dated June 15, 2020, between the
Issuer and each Reporting Person.
Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The percentage of Shares beneficially owned by each Reporting Person is based on 32,136,866 Shares of the Issuer that were outstanding as
of January 31, 2021.
The information contained on the cover pages of this Amendment No. 7 to the Schedule 13D for the
beneficial ownership of each of the Reporting Persons is incorporated herein by reference. The Reporting Persons collectively beneficially own an aggregate of 10,450,715 Shares, representing 26.9% of such outstanding Shares. The Shares deemed to be
beneficially owned by each Reporting Person are shown in the tables below.
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