SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LAUDER GARY M (Last) (First) (Middle) 40TH FLOOR, 767 FIFTH AVE. (Street) NEW YORK NY 10153 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 04/25/2018
	4. If Amendment, Date of 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

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	04/25/2018		X		162,158	A	$5.8667	1,282,393	I	By Trust(1)
Common Stock	04/25/2018		X		106,136	A	$0.17	1,179,725	I	By Limited Liability Company(2)
Common Stock								91,000	I	By Trust(3)
Common Stock								8,152(4)	D

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 Securities Underlying Derivative Security (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: 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	04/25/2018		X			162,158	(5)	07/12/2019	Common Stock	162,158	$0.00	0	I	By Trust(1)
Warrant (Right to Buy)	$0.17	04/25/2018		X			106,136	(5)	02/13/2021	Common Stock	106,136	$0.00	0	I	By Limited Liability Company(2)

1. Name and Address of Reporting Person* LAUDER GARY M (Last) (First) (Middle) 40TH FLOOR, 767 FIFTH AVE. (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LAUDER GARY M REVOCABLE TRUST UAD 8/10/2000 (Last) (First) (Middle) 40TH FLOOR, 767 FIFTH AVE. (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lauder Partners LLC (Last) (First) (Middle) 40TH FLOOR, 767 FIFTH AVE. (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GARY M LAUDER 2015 TRUST (Last) (First) (Middle) 40TH FLOOR, 767 FIFTH AVE. (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

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 Gary M. Lauder 2015 Trust (formerly named "1992 GRAT Remainder Trust FBO Gary Lauder"), of which Gary M. Lauder is a Trustee.

4. Represents Restricted Stock Units ("RSUs"). All of the RSUs subject to this Award will vest upon the earlier of June 6, 2018 and the Company's next annual meeting of stockholders. In addition, all such RSUs will vest upon a Change in Control (as defined in the Plan) or immediately prior to the effectiveness of the Participant's resignation or removal (and contingent upon the effectiveness of a Change in Control) in the event that the Participant is required to resign his position as a member of the Board of Directors as a condition of the Change in Control or is removed from his position as a member of the Board of Directors in connection with the Change in Control. Notwithstanding the foregoing, vesting shall terminate upon the Participant's termination of Continuous Service.

5. Immediate.

Remarks:

	/s/ Gary M. Lauder	04/27/2018
	/s/ Gary M. Lauder, Trustee	04/27/2018
	/s/ Gary M. Lauder, Managing Member	04/27/2018
	/s/ Gary M. Lauder, Trustee	04/27/2018
	** Signature of Reporting Person	Date
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