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 ^*

Levensohn Pascal

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)

1971 VALLEJO STREET

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 Original Filed(Month/Day/Year)

(Street)

SAINT HELENA, CA 94574

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

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	⁽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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Levensohn Pascal 1971 VALLEJO STREET SAINT HELENA, CA 94574	X

Signatures

/s/ Pascal Levensohn		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 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.

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