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CUSIP No. 92347M 10 0
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13D
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Page 3 of 4
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Responses to each item of this Statement on Schedule 13D are incorporated by reference into the responses to
each other item, as applicable.
This statement constitutes Amendment No. 2 (Amendment No. 2) to the Statement on Schedule 13D filed
with the Securities and Exchange Commission (the SEC) by Acacia Research Corporation (Acacia or the Reporting Person) on August 31, 2018, as amended by Amendment No. 1 to Schedule 13D filed on
December 6, 2018 (as amended, the Original Schedule 13D), relating to the shares of Common Stock, par value $0.001 (the Shares), of Veritone, Inc., a Delaware corporation (the Issuer). This Amendment
No. 2 amends the Original Schedule 13D as specifically set forth herein, and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms contained but not otherwise defined
herein shall have the meanings ascribed to such terms in the Original Schedule 13D.
Item 3.
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Source and Amount of Funds or Other Consideration
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The first paragraph of Item 3 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
As of the date hereof, the Reporting Person may be deemed to beneficially own an aggregate of 2,539,952 Shares after selling 82,275 Shares and 117,725 Shares
on December 11, 2018 and December 12, 2018, respectively (the Sale). In addition, the Reporting Person previously sold 1,500,000 Shares and 1,000,000 Shares on November 29, 2018 and August 23, 2018, respectively (the
Previous Sale), as reported in the Original Schedule 13D. Prior to the Previous Sale, Acacias Shares consisted of the following: (i) 1,523,746 Shares acquired upon the Issuers initial public offering (IPO) upon
the conversion of a secured convertible promissory note, originally issued on August 15, 2016 (the Veritone Loans), based on a conversion price of $13.6088 per share; (ii) 2,150,335 Shares acquired upon the IPO upon exercise of a
warrant to purchase common stock issued in August 2016 (the Primary Warrant), at an exercise price of $13.6088 per share; (iii) 295,439 Shares acquired upon the IPO upon conversion of a secured convertible promissory note, originally
issued on March 14, 2017 (the Veritone Bridge Loan); (iv) 150,000 Shares issued in connection with the Veritone Bridge Loan (the Bridge Installment Shares) and (v) 1,120,432 Shares underlying warrants to purchase common
stock that were issued in connection with the Veritone Loans (the Four-Year Warrants), warrants issued upon the exercise of the Primary Warrant (the 10% Warrant) and warrants issued in conjunction with the Veritone Bridge
Loan (the
Ten-Year
Warrants).
Item 5.
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Interest in Securities of the Issuer
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Item 5(a) of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) The percentage of Shares beneficially owned by each Reporting Person is based on 19,328,278 Shares issued and outstanding as of October 31, 2018, as
reported in the Issuers Quarterly Report on Form
10-Q
for the quarterly period ended September 30, 2018.
The information contained on the cover page(s) of this Statement on Schedule 13D for the beneficial ownership of the Reporting Person is incorporated herein
by reference. The Reporting Person beneficially owns an aggregate of 2,539,952 Shares, representing 13.14%% of the Shares, including 1,120,432 Shares underlying warrants to purchase common stock. The Reporting Person has sole voting and dispositive
power with respect to all 2,539,952 Shares held by the Reporting Person.