ShotSpotter (SSTI) Form 4 SHOTSPOTTER / GARY M REVOCABLE TRUST UAD 8/10/2000 LAUDER ownership change

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 AVENUE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2019

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	03/08/2019		S(1)		43,000	D	$44.99	1,136,725	I	By Limited Liability Company(2)
Common Stock								1,147,529	I	By Trust(3)
Common Stock								91,000	I	By Trust(4)
Common Stock								8,152	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

1. Name and Address of Reporting Person^*

LAUDER GARY M

(Last) (First) (Middle)

40TH FLOOR, 767 FIFTH AVENUE

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

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)

1. Name and Address of Reporting Person^*

Lauder Partners LLC

(Last) (First) (Middle)

40TH FLOOR, 767 FIFTH AVE.

(Street)

NEW YORK NY

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GARY M LAUDER 2015 TRUST

(Last) (First) (Middle)

40TH FLOOR, 767 FIFTH AVE.

(Street)

NEW YORK NY

(City) (State) (Zip)

Explanation of Responses:

1. These shares were sold by the reporting person as a selling stockholder pursuant to an underwritten public offering by the Issuer. The offering closed on March 8, 2019. The reported sale price reflects the price at which the reporting person sold shares to the underwriters.

2. Shares held indirectly by Lauder Partners LLC, of which Gary M. Lauder is the Managing Member.

3. Shares held indirectly by The Gary M. Lauder Revocable Trust, of which Gary M. Lauder is a Trustee.

4. Shares held indirectly by the Gary M. Lauder 2015 Trust (formerly named "1992 GRAT Remainder Trust FBO Gary Lauder"), of which Gary M. Lauder is a Trustee.

Remarks:

	THE GARY M. LAUDER REVOCABLE TRUST, By /s/ Gary M. Lauder, Printed Name: Gary M. Lauder, Title: Trustee	03/11/2019
	LAUDER PARTNERS LLC, By /s/ Gary M. Lauder, Printed Name: Gary M. Lauder, Title: Managing Member	03/11/2019
	GARY M. LAUDER 2015 TRUST, By /s/ Gary M. Lauder, Printed Name: Gary M. Lauder, Title: Trustee	03/11/2019
	/s/ Gary M. Lauder	03/11/2019
	** 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.