SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Levensohn Pascal

(Last)

(First)

(Middle)

1971 VALLEJO STREET

(Street)

SAINT HELENA

94574

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/06/2017

3. Issuer Name and Ticker or Trading Symbol
SHOTSPOTTER, INC [ SSTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	402	D
Common Stock	17,301	I	By Trust⁽¹⁾
Common Stock	854	I	By Trust⁽²⁾
Common Stock	2,382	I	By Limited Liability Company⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	271	⁽⁴⁾	D
Series B-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	458	⁽⁴⁾	D
Warrant (Right to Buy)	⁽⁶⁾	08/03/2019	Series B-1 Preferred Stock	48	$5.8667	D
Stock Option (Right to Buy)	⁽⁷⁾	02/02/2026	Common Stock	11,765	$0.85	D
Series A-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	11,694	⁽⁴⁾	I	By Trust⁽¹⁾
Series B-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	13,764	⁽⁵⁾	I	By Trust⁽²⁾
Warrant (Right to Buy)	⁽⁶⁾	08/31/2019	Series B-1 Preferred Stock	1,800	$5.8667	I	By Trust⁽¹⁾
Series A-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,123	⁽⁴⁾	I	By Trust⁽²⁾
Series B-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	10,110	⁽⁵⁾	I	By Trust⁽²⁾
Warrant (Right to Buy)	⁽⁶⁾	08/31/2019	Series B-1 Preferred Stock	785	$5.8667	I	By Trust⁽²⁾
Series A-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,600	⁽⁴⁾	I	By Limited Liability Company⁽³⁾
Series B-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	2,473	⁽⁵⁾	I	By Limited Liability Company
Warrant (Right to Buy)	⁽⁶⁾	07/12/2019	Series B-1 Preferred Stock	262	$5.8667	I	By Limited Liability Company

Explanation of Responses:

1. Shares are held directly by Pascal Levensohn Revocable Trust, over which Reporting Person holds voting and dispositive power.

2. Shares are held directly by Levensohn 2000 Children's Trust, over which Reporting Person holds voting and dispositive power.

3. Shares are held directly by Levensohn Securities Holdings, LLC, over which Reporting Person holds voting and dispositive power.

4. Each share of Series A-2 Preferred Stock will be automatically converted into 0.715548 shares of Common Stock upon the closing of the Issuer's initial public offering of Common Stock and has no expiration date.

5. Each share of Series B-1 Preferred Stock will be automatically converted into 1 share of Common Stock upon the closing of the Issuer's initial public offering of Common Stock and has no expiration date.

6. Immediate.

7. 1/48th of the grant vests monthly for 48 months from February 1, 2016.

Remarks:

	/s/ Pascal Levensohn	06/05/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.