SHOTSPOTTER, INC.
7979 Gateway Blvd., Suite 210
Newark, California 94560
July 27, 2018
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4720
Washington, D.C. 20549
| Attn: | Matthew Derby |
| Re: | ShotSpotter, Inc. |
| Registration Statement onForm S-3 |
| File No. 333-226052 |
Acceleration Request
| Requested Date: | July 27, 2018 |
| Requested Time: | 5:00 P.M. Eastern Daylight Time |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement onForm S-3 (File No. 333-226052) (the “Registration Statement”) to become effective on July 27, 2018, at 5:00 p.m. Eastern Daylight Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”).
| Very truly yours, | ||
| ShotSpotter, Inc. | ||
| By: | /s/ Ralph A. Clark | |
| Ralph A. Clark | ||
| Chief Executive Officer | ||
cc:
Alan Stewart, ShotSpotter, Inc.
Sonya Strickler, ShotSpotter, Inc.
Robert Phillips, Cooley LLP
Jodie Bourdet, Cooley LLP
Amanda Busch, Cooley LLP
