Ownership Submission

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Groos Thomas T.

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

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

(Last)

(First)

(Middle)

IONIA ST. SW, STE. 505

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

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

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

(Street)

GRAND RAPIDS, MI 49503

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	1,129	D
Common Stock	127,791	I	By Limited Liability Company ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	855	$ ⁽²⁾	D
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	845	$ ⁽²⁾	I	By Trust ⁽³⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	61,670	$ ⁽⁴⁾	I	By Trust ⁽³⁾
Series A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	62,857	$ ⁽²⁾	I	By Limited Liability Company ⁽¹⁾
Series B-1 Preferred Stock	⁽⁴⁾	⁽²⁾	Common Stock	327,728	$ ⁽⁴⁾	I	By Limited Liability Company ⁽¹⁾
Wararnt (Right to Buy)	⁽⁵⁾	02/13/2021	Series B-1 Preferred Stock	39,012	$ 0.17	I	By Limited Liability Company ⁽¹⁾
Warrant (Right to Buy)	⁽⁵⁾	07/12/2019	Series B-1 Preferred Stock	869	$ 5.8667	I	By Limited Liability Company ⁽¹⁾
Warrant (Right to Buy)	⁽⁵⁾	02/13/2021	Series B-1 Preferred Stock	11,703	$ 0.17	I	By Trust ⁽³⁾
Warrant (Right to Buy)	⁽⁵⁾	07/12/2018	Series B-1 Preferred Stock	2,270	$ 5.8667	I	By Trust ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Groos Thomas T. IONIA ST. SW, STE. 505 GRAND RAPIDS, MI 49503	X	X
RT Groos, LLC IONIA ST. SW, STE. 505 GRAND RAPIDS, MI 49503		X
Thomas T. Groos Revocable Trust IONIA ST. SW, STE. 505 GRAND RAPIDS, MI 49503		X

Signatures

/s/ Thomas T. Groos		06/05/2017
^**Signature of Reporting Person		Date
/s/ Thomas T. Groos, Member		06/05/2017
^**Signature of Reporting Person		Date
/s/ Thomas T. Groos, Trustee		06/05/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares held directly by RT Groos, LLC, over which Thomas T. Groos holds voting and dispositive power.
(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)	Shares held directly by The Thomas T. Groos Revocable Trust, over which Thomas T. Groos holds voting and dispositive power.
(4)	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.
(5)	Immediate.

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