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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SHOTSPOTTER, INC [ SSTI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/12/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/12/2017 | C | 177,011 | A | $0.00 | 499,592 | I | By Claremont Creek Ventures, L.P.(1) | ||
Common Stock | 06/12/2017 | C | 192,539 | A | $0.00 | 692,131 | I | By Claremont Creek Ventures, L.P.(1) | ||
Common Stock | 06/12/2017 | C | 5,946 | A | $0.00 | 16,782 | I | By Claremont Creek Partners Fund, L.P.(1) | ||
Common Stock | 06/12/2017 | C | 6,467 | A | $0.00 | 23,249 | I | By Claremont Creek Partners Fund, L.P(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series A-2 Preferred Stock | (2) | 06/12/2017 | C | 247,379 | (2) | (2) | Common Stock | 177,011 | (3) | 0 | I | By Claremont Creek Ventures, L.P.(1) | |||
Series B-1 Preferred Stock | (4) | 06/12/2017 | C | 192,539 | (4) | (4) | Common Stock | 192,539 | (3) | 0 | I | By Claremont Creek Ventures, L.P.(1) | |||
Series A-2 Preferred Stock | (2) | 06/12/2017 | C | 8,310 | (2) | (2) | Common Stock | 5,946 | (3) | 0 | I | By Claremont Creek Partners Fund, L.P.(1) | |||
Series B-1 Preferred Stock | (4) | 06/12/2017 | C | 6,467 | (4) | (4) | Common Stock | 6,467 | (3) | 0 | I | By Claremont Creek Partners Fund, L.P.(1) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Claremont Creek Partners, LLC ("CCP") is the general partner of Claremont Creek Ventures, L.P. ("CCV") and Claremont Creek Partners Fund, L.P. ("CCPF"). Nat Goldhaber and Randall Hawks, Jr. are managing members of CCPP. As a result, each may be deemed to share beneficial ownership of the shares held by CCV and CCF. Each managing member disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
2. 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. |
3. Inapplicable. |
4. 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. |
Remarks: |
by /s/ Randall Hawks, Jr., Managing Member of General Partner | 06/12/2017 | |
/s/ Randall Hawks, Jr., Managing Member of General Partner | 06/12/2017 | |
/s/ Randall Hawks, Jr., Managing Member | 06/12/2017 | |
/s/ Nathaniel Goldhaber | 06/12/2017 | |
/s/ Randall Hawks, Jr. | 06/12/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |