Item 8.01. Other Events.

On April 24, 2020, Chad Steelberg, the Chairman and Chief Executive Officer of Veritone, Inc. (the "Company"), and Ryan Steelberg, the Company's President and a director, made certain changes in the structure of their direct and indirect beneficial ownership of shares of the Company's common stock (the "Shares"), and Chad Steelberg made certain gifts of Shares, as follows:





    1.  First, Newport Coast Investments, LLC ("Newport") and NCI Investments, LLC
        ("NCI") completed distributions of all of the Shares held by such entities
        to their members, the family trusts of Chad Steelberg and Ryan Steelberg
        (the "Distributions"). As a result of the Distributions, Chad Steelberg
        and Ryan Steelberg are no longer deemed to each beneficially own all of
        the Shares previously held by Newport and NCI. Accordingly, the
        Distributions resulted in a decrease of an aggregate of 1,972,678 Shares
        reported as beneficially owned by Chad Steelberg and a decrease of an
        aggregate of 1,972,677 Shares reported as beneficially owned by Ryan
        Steelberg. These decreases are due solely to the change in the voting and
        dispositive power of each of Chad Steelberg and Ryan Steelberg with
        respect to such Shares resulting from the Distributions, and do not
        represent any disposition of the Shares.




    2.  Immediately following the Distributions, Chad Steelberg made certain gifts
        of an aggregate of 1,830,809 of the Shares received by his family trust in
        the Distributions (a) to his children (and to his spouse as custodian of
        his minor child), (b) to an irrevocable trust for the benefit of his
        children, and (c) to various other family members. These gifts were made
        for tax and estate planning purposes, and resulted in a decrease of
        554,000 Shares reported as beneficially owned by Chad Steelberg. Chad
        Steelberg also transferred 160,426 Shares to CSVH, LLC, a limited
        liability company of which he is the sole member and manager.




    3.  Immediately following the Distributions, Ryan Steelberg transferred an
        aggregate of 2,003,349 Shares, representing all of the Shares received by
        his family trust in the Distributions and all Shares that he held
        individually, to RVH, LLC, a limited liability company of which he is the
        sole member and manager.

The Company is furnishing this information to assist investors in understanding these structural changes in the beneficial ownership of Shares by Chad Steelberg and Ryan Steelberg and the gifts made by Chad Steelberg for tax and estate planning purposes. None of these changes or gifts represented sales of Shares by Chad Steelberg, Ryan Steelberg or their related entities.

Chad Steelberg and Ryan Steelberg have reported these transfers on an amendment to the Schedule 13D filed by such persons on April 24, 2020.

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