FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Groos Thomas T.
  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)
(Last)
(First)
(Middle)
IONIA ST. SW, STE. 505
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2017
(Street)

GRAND RAPIDS, MI 49503
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 06/12/2017   C   855 A $ 0 1,984 D  
Common Stock 06/12/2017   C   845 A $ 0 845 I By Trust (1)
Common Stock 06/12/2017   C   61,670 A $ 0 62,515 I By Trust (1)
Common Stock 06/12/2017   C   62,857 A $ 0 190,648 I By Limited Liability Company (2)
Common Stock 06/12/2017   C   327,728 A $ 0 518,376 I By Limited Liability Company (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-2 Preferred Stock (3) 06/12/2017   C     1,129   (3)   (3) Common Stock 855 (4) 0 D  
Series A-2 Preferred Stock (3) 06/12/2017   C     1,182   (3)   (3) Common Stock 845 (4) 0 I By Trust (1)
Series B-1 Preferred Stock (5) 06/12/2017   C     61,670   (5)   (5) Common Stock 61,670 (4) 0 I By Trust (1)
Series A-2 Preferred Stock (3) 06/12/2017   C     87,845   (3)   (3) Common Stock 62,857 (4) 0 I By Limited Liability Company (2)
Series B-1 Preferred Stock (5) 06/12/2017   C     327,728   (5)   (5) Common Stock 327,728 (4) 0 I By Limited Liability Company (2)
Warrant (Right to Buy) (6) 06/12/2017   C   11,703     (7) 02/13/2021 Common Stock 11,703 (4) 11,703 I By Trust (2)
Warrant (Right to Buy) (6) 06/12/2017   C   39,012     (7) 02/13/2021 Common Stock 39,012 (4) 39,012 I By Limited Liability Company (2)
Warrant (Right to Buy) (6) 06/12/2017   C   2,270     (7) 07/12/2019 Common Stock 2,270 (4) 2,270 I By Trust (1)
Warrant (Right to Buy) (6) 06/12/2017   C   869     (7) 07/12/2019 Common Stock 869 (4) 869 I By Limited Liability Company (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 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   06/12/2017
**Signature of Reporting Person Date

 /s/ Thomas T. Groos, Member   06/12/2017
**Signature of Reporting Person Date

 /s/ Thomas T. Groos, Trustee   06/12/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares held directly by The Thomas T. Groos Revocable Trust, over which Thomas T. Groos holds voting and dispositive power.
(2) Shares held directly by RT Groos, LLC, over which Thomas T. Groos holds voting and dispositive power.
(3) 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.
(4) Inapplicable.
(5) 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.
(6) Right has converted from right to buy Series B-1 Preferred Stock to right to buy Common Stock.
(7) Immediate.

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