SHOTSPOTTER, INC.
7979 Gateway Blvd., Suite 210
Newark, CA 94560
June 2, 2017
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington D.C. 20549
Attn: Jan Woo, Legal Branch Chief
Matthew Derby, Staff Attorney
Christine Dietz, Assistant Chief Accountant
Frank Knapp, Staff Accountant
Re: ShotSpotter, Inc.
Registration Statement on Form S-1
File No. 333-217603
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, ShotSpotter, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) and declare the Registration Statement effective as of 5:00 p.m. Eastern time, on June 6, 2017, or as soon thereafter as possible. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this request. The Registrant hereby authorizes each of Jodie Bourdet, Robert Phillips, and Amanda Busch of Cooley LLP to make such request on its behalf.
Once the Registration Statement has been declared effective, please orally confirm that event with Jodie Bourdet of Cooley LLP, counsel to the Registrant, at (415) 693-2054, or in her absence, Robert Phillips at (415) 693-2020.
Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for acceleration of the effectiveness of the Registration Statement.
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Sincerely,
ShotSpotter, Inc. |
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By: | /s/ Alan Stewart |
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| Alan Stewart |
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| Chief Financial Officer |
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cc: | Sonya Strickler, ShotSpotter, Inc. |
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| Jodie Bourdet, Cooley LLP |
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| Robert Phillips, Cooley LLP |
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| Amanda Busch, Cooley LLP |
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