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^*

CLAREMONT CREEK VENTURES L P

(Last)

(First)

(Middle)

300 FRANK H. OGAWA PLAZA #350

(Street)

OAKLAND

94612

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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	322,581	I	By Claremont Creek Ventures, L.P.⁽¹⁾
Common Stock	10,836	I	By Claremont Creek Partners Fund, L.P.⁽¹⁾

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	⁽²⁾	⁽²⁾	Common Stock	177,011	⁽²⁾	I	By Claremont Creek Ventures, L.P.⁽¹⁾
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	5,946	⁽²⁾	I	By Claremont Creek Partners Fund, L.P.⁽¹⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	192,539	⁽³⁾	I	By Claremont Creek Ventures, L.P.⁽¹⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	6,467	⁽³⁾	I	By Claremont Creek Partners Fund, L.P.⁽¹⁾

1. Name and Address of Reporting Person^*

CLAREMONT CREEK VENTURES L P

(Last)

(First)

(Middle)

300 FRANK H. OGAWA PLAZA #350

(Street)

OAKLAND

94612

(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^*

Claremont Creek Partners fund L P

(Last)

(First)

(Middle)

300 FRANK H. OGAWA PLAZA #350

(Street)

OAKLAND

94612

(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^*

Claremont Creek Partners, LLC

(Last)

(First)

(Middle)

300 FRANK H. OGAWA PLAZA #350

(Street)

OAKLAND

94612

(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^*

GOLDHABER NATHANIEL

(Last)

(First)

(Middle)

C/O CLAREMONT CREEK VENTURES

300 FRANK H. OGAWA PLAZA #350

(Street)

OAKLAND

94612

(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^*

Hawks Randall

(Last)

(First)

(Middle)

C/O CLAREMONT CREEK VENTURES

300 FRANK H. OGAWA PLAZA #350

(Street)

OAKLAND

94612

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Claremont Creek Partners, LLC ("CCP") is the general partner of Claremont Creek Ventures, L.P. ("CCV") and Claremont Creek Partners Fund, L.P. ("CCPF"). Nat Goldhaber and Randall Hawks, Jr. are managing members of CCPP. As a result, each may be deemed to share beneficial ownership of the shares held by CCV and CCF. Each managing member disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

2. 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.

3. 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.

Remarks:

	by /s/ Randall Hawks, Jr., Managing Member of General Partner	06/05/2017
	by /s/ Randall Hawks, Jr., Managing Member of General Partner	06/05/2017
	by /s/ Randall Hawks, Jr., Managing Member	06/05/2017
	/s/ Nathaniel Goldhaber	06/05/2017
	/s/ Randall Hawks, Jr.	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).
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