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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Levensohn Pascal

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

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

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

(Last)

(First)

(Middle)

1971 VALLEJO STREET

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

(Street)

SAINT HELENA, CA 94574

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

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 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		271	A	$ 0	673	D
Common Stock	06/12/2017		C		458	A	$ 0	1,131	D
Common Stock	06/12/2017		C		11,694	A	$ 0	28,995	I	By Trust ⁽¹⁾
Common Stock	06/12/2017		C		13,764	A	$ 0	42,759	I	By Trust ⁽¹⁾
Common Stock	06/12/2017		C		1,123	A	$ 0	1,977	I	By Trust ⁽²⁾
Common Stock	06/12/2017		C		10,110	A	$ 0	12,087	I	By Trust ⁽²⁾
Common Stock	06/12/2017		C		1,600	A	$ 0	3,982	I	By Limited Liability Company ⁽³⁾
Common Stock	06/12/2017		C		2,473	A	$ 0	6,455	I	By Limited Liability Company ⁽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

380

⁽⁴⁾

Common Stock

271

⁽⁵⁾

Series B-1 Preferred Stock

⁽⁶⁾

06/12/2017

458

⁽⁶⁾

Common Stock

458

⁽⁵⁾

Warrant (Right to Buy)

⁽⁷⁾

06/12/2017

⁽⁸⁾

08/31/2019

Common Stock

⁽⁵⁾

Series A-2 Preferred Stock

⁽⁴⁾

06/12/2017

16,343

⁽⁴⁾

Common Stock

11,694

⁽⁵⁾

By Trust ⁽¹⁾

Series B-1 Preferred Stock

⁽⁶⁾

06/12/2017

13,764

⁽⁶⁾

Common Stock

13,764

⁽⁵⁾

By Trust ⁽¹⁾

Warrant (Right to Buy)

⁽⁷⁾

06/12/2017

1,800

⁽⁸⁾

08/31/2019

Common Stock

1,800

⁽⁵⁾

1,800

By Trust ⁽¹⁾

Series A-2 Preferred Stock

⁽⁴⁾

06/12/2017

1,570

⁽⁴⁾

Common Stock

1,123

⁽⁵⁾

By Trust ⁽²⁾

Series B-1 Preferred Stock

⁽⁶⁾

06/12/2017

10,110

⁽⁶⁾

Common Stock

10,110

⁽⁵⁾

By Trust ⁽²⁾

Warrant (Right to Buy)

⁽⁷⁾

06/12/2017

785

⁽⁸⁾

08/31/2019

Common Stock

785

⁽⁵⁾

785

By Trust ⁽²⁾

Series A-2 Preferred Stock

⁽⁴⁾

06/12/2017

2,237

⁽⁴⁾

Common Stock

1,600

⁽⁵⁾

By Limited Liability Company ⁽³⁾

Series B-1 Preferred Stock

⁽⁶⁾

06/12/2017

2,473

⁽⁶⁾

Common Stock

2,473

⁽⁵⁾

By Limited Liability Company ⁽³⁾

Warrant (Right to Buy)

⁽⁷⁾

06/12/2017

262

⁽⁸⁾

07/12/2019

Common Stock

262

⁽⁵⁾

262

By Limited Liability Company ⁽³⁾

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		06/12/2017
^**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 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 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 right to buy Common Stock.
(8)	Immediate.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.