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 ^*

LAUDER GARY M

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)

40TH FLOOR, 767 FIFTH AVE.

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)

NEW YORK, NY 10153

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	170,812	I	By Trust ⁽¹⁾
Common Stock	130,105	I	By Limited Liability Company ⁽²⁾

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	⁽³⁾	⁽³⁾	Common Stock	140,723	$ ⁽⁴⁾	I	By Trust ⁽¹⁾
Series B-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	808,700	$ ⁽⁴⁾	I	By Trust ⁽¹⁾
Warrant (Right to Buy)	⁽⁶⁾	07/12/2019	Series B-1 Preferred Stock	162,158	$ 5.8667	I	By Trust ⁽¹⁾
Series A-2 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	72,068	$ ⁽⁴⁾	I	By Limited Liability Company ⁽²⁾
Series B-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	871,416	$ ⁽⁴⁾	I	By Limited Liability Company ⁽²⁾
Warrant (Right to Buy)	⁽⁶⁾	02/13/2021	Series B-1 Preferred Stock	106,136	$ 0.17	I	By Limited Liability Company ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LAUDER GARY M 40TH FLOOR, 767 FIFTH AVE. NEW YORK, NY 10153	X	X
LAUDER GARY M REVOCABLE TRUST UAD 8/10/2000 40TH FLOOR, 767 FIFTH AVE. NEW YORK, NY 10153		X
Lauder Partners LLC 40TH FLOOR, 767 FIFTH AVE. NEW YORK, NY 10153		X

Signatures

/s/ Gary M. Lauder		06/05/2017
^**Signature of Reporting Person		Date
/s/ Gary M. Lauder, Trustee		06/05/2017
^**Signature of Reporting Person		Date
/s/ Gary M. Lauder, Managing Member		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 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)	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.
(4)	Inapplicable.
(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.

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