Ownership Submission

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 ^*

LAUDER GARY M

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)

40TH FLOOR, 767 FIFTH AVE.

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2017

(Street)

NEW YORK, NY 10153

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/12/2017		C		140,723	A	$ 0	311,535	I	By Trust ⁽¹⁾
Common Stock	06/12/2017		C		808,700	A	$ 0	1,120,235	I	By Trust ⁽¹⁾
Common Stock	06/12/2017		C		72,068	A	$ 0	202,173	I	By Limited Liability Company ⁽²⁾
Common Stock	06/12/2017		C		871,416	A	$ 0	1,073,589	I	By Limited Liability Company ⁽²⁾
Common Stock	06/12/2017		P		91,000	A	$ 11	91,000	I	By Trust ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-2 Preferred Stock

⁽⁴⁾

06/12/2017

196,666

⁽⁴⁾

Common Stock

140,723

⁽⁵⁾

By Trust ⁽¹⁾

Series B-1 Preferred Stock

⁽⁶⁾

06/12/2017

808,700

⁽⁶⁾

Common Stock

808,700

⁽⁵⁾

By Trust ⁽¹⁾

Series A-2 Preferred Stock

⁽⁴⁾

06/12/2017

100,718

⁽⁴⁾

Common Stock

72,068

⁽⁵⁾

By Limited Liability Company ⁽²⁾

Series B-1 Preferred Stock

⁽⁶⁾

06/12/2017

871,416

⁽⁶⁾

Common Stock

871,416

⁽⁵⁾

By Limited Liability Company ⁽²⁾

Warrant (Right to Buy)

⁽⁷⁾

06/12/2017

162,158

⁽⁸⁾

07/12/2019

Common Stock

162,158

$ 5.8667

162,158

By Trust ⁽¹⁾

Warrant (Right to Buy)

⁽⁷⁾

06/12/2017

106,136

⁽⁸⁾

02/13/2021

Common Stock

106,136

$ 0.17

106,136

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
1992 GRAT REMAINDER TRUST FBO GARY LAUDER 40TH FLOOR, 767 FIFTH AVE. NEW YORK, NY 10153		X

Signatures

/s/ Gary M. Lauder		06/12/2017
^**Signature of Reporting Person		Date
/s/ Gary M. Lauder, Trustee		06/12/2017
^**Signature of Reporting Person		Date
/s/ Gary M. Lauder, Managing Member		06/12/2017
^**Signature of Reporting Person		Date
/s/ Gary Lauder, 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 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)	Shares held directly by the 1992 GRAT Remainder Trust FBO Gary Lauder, of which Gary M. Lauder is a Trustee.
(4)	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.
(5)	Inapplicable.
(6)	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.
(7)	Right has converted from right to buy Series B-1 Preferred Stock to a right to buy Common Stock.
(8)	Immediate.

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