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 _____ 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)
06/04/2019
(Street)

GRAND RAPIDS, MI 49503
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)
Code V Amount (A) or (D) Price
Common Stock 06/04/2019   X   869 A $ 5.8667 419,245 I By Limited Liability Company (1)
Common Stock 06/04/2019   S(2)   110 D $ 46.378 419,135 I By Limited Liability Company (1)
Common Stock 06/04/2019   X   2,269 A $ 5.8667 52,784 I By Trust (3)
Common Stock 06/04/2019   S(4)   288 D $ 46.378 52,496 I By Trust (3)
Common Stock 06/06/2019   S   9,000 D $ 45.1175 (5) 43,496 I By Trust (3)
Common Stock 06/06/2019   S   3,000 A $ 46.1695 (6) 40,496 I By Trust (3)
Common Stock               13,431 D  

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
Warrant (Right to Buy) $ 5.8667 06/04/2019   X     869   (7) 07/12/2019 Common Stock 869 (8) 0 D  
Warrant (Right to Buy) $ 5.8667 06/04/2019   X     2,269   (7) 07/12/2019 Common Stock 2,269 (8) 0 D  

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      

Signatures

 Thomas T. Groos, by /s/ Ron A. Metzger, Attorney-in-Fact   06/06/2019
**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 RT Groos, LLC, over which Thomas T. Groos holds voting and dispositive power.
(2) On June 4, 2019, the Reporting Person exercised a warrant to purchase 869 shares of Issuer's common stock for $5.8667 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in Issuer's withholding of 110 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 759 shares. Issuer also paid $3.42 to the Reporting Person in lieu of fractional shares.
(3) Shares held directly by The Thomas T. Groos Revocable Trust, over which Thomas T. Groos holds voting and dispositive power.
(4) On June 4, 2019, the Reporting Person exercised a warrant to purchase 2,269 shares of Issuer's common stock for $5.8667 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in Issuer's withholding of 288 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 1,981 shares. Issuer also paid $45.32 to the Reporting Person in lieu of fractional shares.
(5) The shares were sold at prices between $45.0901 and $45.8582 The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
(6) The shares were sold at prices between $46.24 and $46.6687 The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.
(7) Immediate.
(8) Inapplicable.

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