FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden hours per response... 1.0

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017
(Street)


SAINT HELENA, CA 94574		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2017   G 6,455 D $ 0 0 I By Limited Liability Company (1)
Common Stock 12/31/2017   G 6,455 A $ 0 49,214 I By Trust (2)
Common Stock             12,761 D  
Common Stock             12,087 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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy) $ 5.8667 12/31/2017   G   1,800   (4) 08/31/2019 Common Stock
1,800
(5) 0
I
By Limited Liability Company (1)
Warrant (Right to Buy) $ 5.8667 12/31/2017   G 1,800     (4) 08/31/2019 Common Stock
1,800
(5) 1,800
I
By Trust (2)

Reporting Owners

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

Signatures

Pascal Levensohn, by /s/ Ron A. Metzger, Attorney-in-Fact 02/13/2017
**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 Levensohn Securities Holdings, LLC., over which Reporting Person holds voting and dispositive power.
(2) Shares are held directly by Pascal Levensohn Revocable Trust, over which Reporting Person holds voting and dispositive power.
(3) Shares are held directly by Levensohn 2000 Children's Trust, over which Reporting Person holds voting and dispositive power.
(4) Fully vested and immediately exercisable.
(5) Not applicable.
 
Remarks:
This Form 5 filing also amends the Form 4 filing made on November 20, 2017, reflecting the exercise of a warrant and stock transfer. Those transactions were not consummated.

Note: File three copies of this Form, one of which must be manually signed. If space provided 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.