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 |
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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)
| 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) 06/04/2019 | ||||||||||||||||||||||||||
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 | 06/04/2019 | X | 869 | A | $5.8667 | 419,245 | I | By Limited Liability Company(1) | ||
Common Stock | 06/04/2019 | S(2) | 110 | D | $46.378 | 419,135 | I | By Limited Liability Company(1) | ||
Common Stock | 06/04/2019 | X | 2,269 | A | $5.8667 | 52,784 | I | By Trust(3) | ||
Common Stock | 06/04/2019 | S(4) | 288 | D | $46.378 | 52,496 | I | By Trust(3) | ||
Common Stock | 06/06/2019 | S | 9,000 | D | $45.1175(5) | 43,496 | I | By Trust(3) | ||
Common Stock | 06/06/2019 | S | 3,000 | A | $46.1695(6) | 40,496 | I | By Trust(3) | ||
Common Stock | 13,431 | D |
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 | ||||||||
Warrant (Right to Buy) | $5.8667 | 06/04/2019 | X | 869 | (7) | 07/12/2019 | Common Stock | 869 | (8) | 0 | D | ||||
Warrant (Right to Buy) | $5.8667 | 06/04/2019 | X | 2,269 | (7) | 07/12/2019 | Common Stock | 2,269 | (8) | 0 | D |
Explanation of Responses: |
1. Shares held directly by RT Groos, LLC, over which Thomas T. Groos holds voting and dispositive power. |
2. On June 4, 2019, the Reporting Person exercised a warrant to purchase 869 shares of Issuer's common stock for $5.8667 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in Issuer's withholding of 110 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 759 shares. Issuer also paid $3.42 to the Reporting Person in lieu of fractional shares. |
3. Shares held directly by The Thomas T. Groos Revocable Trust, over which Thomas T. Groos holds voting and dispositive power. |
4. On June 4, 2019, the Reporting Person exercised a warrant to purchase 2,269 shares of Issuer's common stock for $5.8667 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in Issuer's withholding of 288 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 1,981 shares. Issuer also paid $45.32 to the Reporting Person in lieu of fractional shares. |
5. The shares were sold at prices between $45.0901 and $45.8582 The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price. |
6. The shares were sold at prices between $46.24 and $46.6687 The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price. |
7. Immediate. |
8. Inapplicable. |
Remarks: |
Thomas T. Groos, by /s/ Ron A. Metzger, Attorney-in-Fact | 06/06/2019 | |
** 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. |