SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LAUDER GARY M

(Last)

(First)

(Middle)

40TH FLOOR, 767 FIFTH AVE.

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2017

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/12/2017		C		140,723	A	$0.00	311,535	I	By Trust⁽¹⁾
Common Stock	06/12/2017		C		808,700	A	$0.00	1,120,235	I	By Trust⁽¹⁾
Common Stock	06/12/2017		C		72,068	A	$0.00	202,173	I	By Limited Liability Company⁽²⁾
Common Stock	06/12/2017		C		871,416	A	$0.00	1,073,589	I	By Limited Liability Company⁽²⁾
Common Stock	06/12/2017		P		91,000	A	$11	91,000	I	By Trust⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-2 Preferred Stock	⁽⁴⁾	06/12/2017		C			196,666	⁽⁴⁾	⁽⁴⁾	Common Stock	140,723	⁽⁵⁾	0	I	By Trust⁽¹⁾
Series B-1 Preferred Stock	⁽⁶⁾	06/12/2017		C			808,700	⁽⁶⁾	⁽⁶⁾	Common Stock	808,700	⁽⁵⁾	0	I	By Trust⁽¹⁾
Series A-2 Preferred Stock	⁽⁴⁾	06/12/2017		C			100,718	⁽⁴⁾	⁽⁴⁾	Common Stock	72,068	⁽⁵⁾	0	I	By Limited Liability Company⁽²⁾
Series B-1 Preferred Stock	⁽⁶⁾	06/12/2017		C			871,416	⁽⁶⁾	⁽⁶⁾	Common Stock	871,416	⁽⁵⁾	0	I	By Limited Liability Company⁽²⁾
Warrant (Right to Buy)	⁽⁷⁾	06/12/2017		C		162,158		⁽⁸⁾	07/12/2019	Common Stock	162,158	$5.8667	162,158	I	By Trust⁽¹⁾
Warrant (Right to Buy)	⁽⁷⁾	06/12/2017		C		106,136		⁽⁸⁾	02/13/2021	Common Stock	106,136	$0.17	106,136	I	By Limited Liability Company⁽²⁾

1. Name and Address of Reporting Person^*

LAUDER GARY M

(Last)

(First)

(Middle)

40TH FLOOR, 767 FIFTH AVE.

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LAUDER GARY M REVOCABLE TRUST UAD 8/10/2000

(Last)

(First)

(Middle)

40TH FLOOR, 767 FIFTH AVE.

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lauder Partners LLC

(Last)

(First)

(Middle)

40TH FLOOR, 767 FIFTH AVE.

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

1992 GRAT REMAINDER TRUST FBO GARY LAUDER

(Last)

(First)

(Middle)

40TH FLOOR, 767 FIFTH AVE.

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Shares held directly by The Gary M. Lauder Revocable Trust, of which Gary M. Lauder is a Trustee.

2. Shares held directly by Lauder Partners LLC, of which Gary M. Lauder is the Managing Member.

3. Shares held directly by the 1992 GRAT Remainder Trust FBO Gary Lauder, of which Gary M. Lauder is a Trustee.

4. Each share of Series A-2 Preferred Stock 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. Inapplicable.

6. Each share of Series B-1 Preferred Stock 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.

7. Right has converted from right to buy Series B-1 Preferred Stock to a right to buy Common Stock.

8. Immediate.

Remarks:

	/s/ Gary M. Lauder	06/12/2017
	/s/ Gary M. Lauder, Trustee	06/12/2017
	/s/ Gary M. Lauder, Managing Member	06/12/2017
	/s/ Gary Lauder, Trustee	06/12/2017
	** 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 4 (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).
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