Lauder Partners Form 3 SHOTSPOTTER / GARY M REVOCABLE TRUST UAD 8/10/2000 LAUDER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
06/06/2017

3. Issuer Name and Ticker or Trading Symbol
SHOTSPOTTER, INC [ SSTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	170,812	I	By Trust(1)
Common Stock	130,105	I	By Limited Liability Company(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-2 Preferred Stock	(3)	(3)	Common Stock	140,723	(4)	I	By Trust(1)
Series B-1 Preferred Stock	(5)	(5)	Common Stock	808,700	(4)	I	By Trust(1)
Warrant (Right to Buy)	(6)	07/12/2019	Series B-1 Preferred Stock	162,158	5.8667	I	By Trust(1)
Series A-2 Preferred Stock	(3)	(3)	Common Stock	72,068	(4)	I	By Limited Liability Company(2)
Series B-1 Preferred Stock	(5)	(5)	Common Stock	871,416	(4)	I	By Limited Liability Company(2)
Warrant (Right to Buy)	(6)	02/13/2021	Series B-1 Preferred Stock	106,136	0.17	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)

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 10153

(City) (State) (Zip)

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. Each share of Series A-2 Preferred Stock will be 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.

4. Inapplicable.

5. Each share of Series B-1 Preferred Stock will be 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.

6. Immediate.

Remarks:

	/s/ Gary M. Lauder	06/05/2017
	/s/ Gary M. Lauder, Trustee	06/05/2017
	/s/ Gary M. Lauder, Managing Member	06/05/2017
	** Signature of Reporting Person	Date
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