This statement constitutes Amendment No. 6 (Amendment No. 6) 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, and the Amendment No. 5 to the Statement on Schedule 13D filed with the SEC on September 30, 2020 (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. 6, as a Reporting Person and collectively as the Reporting Persons.
This Amendment No. 6 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. 6, are incorporated by reference into the responses to each other item, as applicable.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended to add the following information:
On December 8, 2020, Ryan Steelberg, as Trustee of the RSS Living Trust, gifted to an irrevocable trust for the benefit of his children a
total of 100,000 Shares, with respect to which he no longer has any voting or dispositive power.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following information:
On January 8, 2021, the Issuer achieved the first stock price milestone, and on January 12, 2021, the Issuer achieved the second
stock price milestone, applicable to the CEO Award and the President Award. As a result, the first two installments of the CEO Award, representing options to purchase an aggregate of 1,206,600 Shares, and the first two installments of the President
Award, representing options to purchase an aggregate of 904,950 Shares, have vested and become exercisable. Accordingly, such Shares are now included in the total Shares reported as beneficially owned by the Reporting Persons.
As of the date of this Amendment No. 6 to the Schedule 13D, the third installment of each of the CEO Award and the President Award has
not become exercisable, and the date on which such installment will become exercisable is not determinable. Accordingly, the Shares underlying the third installment of each of the CEO Award and the President Award have not been included in the total
Shares reported as beneficially owned by the Reporting Persons.
Item 5. Interest in Securities of the Issuer
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 31,799,354 Shares of the Issuer that were outstanding as
of December 31, 2020.
The information contained on the cover pages of this Amendment No. 6 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 9,386,438 Shares, representing 25.1% 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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