Robert Samuel Klepper Form 4 SHOTSPOTTER / Robert Samuel Klepper 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

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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^*

Klepper Robert Samuel

(Last) (First) (Middle)

C/O SHOTSPOTTER, INC.

7979 GATEWAY BLVD., STE. 210

(Street)

NEWARK CA 94560

(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	10% Owner
X	Officer (give title below)	Other (specify below)
SVP Marketing and Products

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	04/04/2018		P		2	A	$32.19	2	I	By Son(1)
Common Stock	06/19/2018		S(2)		2	D	$40.26	0	I	By Son(1)
Common Stock	07/05/2018		P		15	A	$36.2	15	I	By Son(1)
Common Stock	07/05/2018		P		1	A	$36.35	16	I	By Son(1)
Common Stock	07/05/2018		P		1	A	$36.45	17	I	By Son(1)
Common Stock	07/05/2018		P		6	A	$37.33	23	I	By Son(1)
Common Stock	07/06/2018		P		7	A	$40.48	30	I	By Son(1)
Common Stock	07/09/2018		P		1	A	$40.23	31	I	By Son(1)
Common Stock	07/10/2018		P		8	A	$38.54	39	I	By Son(1)
Common Stock	07/31/2018		P		6	A	$40.97	45	I	By Son(1)
Common Stock	07/15/2018		P		1	A	$40.27	46	I	By Son(1)
Common Stock	08/30/2018		S(3)		46	D	$54.68	0	I	By Son(1)
Common Stock	09/04/2018		P		4	A	$57.96	4	I	By Son(1)
Common Stock	09/17/2018		S(4)		4	D	$59.58	0	I	By Son(1)
Common Stock	10/16/2018		P		6	A	$42.72	6	I	By Son(1)
Common Stock	10/22/2018		P		6	A	$40.7	12	I	By Son(1)
Common Stock	10/24/2018		P		38	A	$38.01	50	I	By Son(1)
Common Stock	10/25/2018		P		7	A	$38.26	57	I	By Son(1)
Common Stock	12/17/2018		P		1	A	$30.43	58	I	By Son(1)
Common Stock	01/25/2019		S(5)		12	D	$46.55	46	I	By Son(1)
Common Stock	01/31/2019		P		11	A	$47.35	57	I	By Son(1)
Common Stock	03/11/2019		S(6)		57	D	$44.81	0	I(1)	By Son
Common Stock	03/08/2019		A		6,674(7)	A	$0.00	17,919(8)	D
Common Stock	03/11/2019		S		625	D	$44.73	17,294	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

Explanation of Responses:

1. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. The Reporting Person's sale of Issuer common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the Reporting Person's purchase of 2 shares of Issuer common stock at a price of $38.54 per share on July 10, 2018. The Reporting Person has agreed to pay to Issuer $3.44, representing the full amount of the profit realized in connection with the short-swing transaction.

3. The Reporting Person's sale of Issuer common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 45 shares, with the reporting person's purchase of 13 shares of Issuer common stock at a price of $36.20 per share on July 5, 2018, 1 share of Issuer common stock at a price of $36.35 on July 5, 2018, 1 share of Issuer common stock at a price of $36.45 on July 5, 2018, 6 shares of Issuer common stock at a price of $37.33 on July 5, 2018 and 24 shares of Issuer common stock at a price of $38.01 on October 24, 2018. The Reporting Person has agreed to pay to Issuer $799.46, representing the full amount of the profit realized in connection with the short-swing transaction.

4. The Reporting Person's sale of Issuer's common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 4 shares, with the reporting person's purchase of 2 shares of Issuer's common stock at a price of $32.19 on April 4, 2018, 1 share of Issuer's common stock at a price of $36.20 on July 5, 2018 and 1 share of Issuer's common stock at a price of $30.43 per share on December 17, 2018. The Reporting Person has agreed to pay to Issuer $107.31, representing the full amount of the profit realized in connection with the short-swing transaction.

5. The Reporting Person's sale of Issuer common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the reporting person's purchase of 12 shares of Issuer common stock at a price of $38.01 per share on October 24, 2018. The reporting person has agreed to pay to Issuer $102.48, representing the full amount of the profit realized in connection with the short-swing transaction.

6. The reporting person's sale of Issuer common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 27 shares, with the reporting person's purchase of 6 shares of Issuer common stock at a price of $40.97 on July 31, 2018, 6 shares of Issuer common stock at a price of $42.72 on October 16, 2018, 6 shares of Issuer common stock at a price of $40.70 on October 22, 2018, 2 shares of Issuer common stock at a price of $38.01 per share on October 24, 2018 and 7 shares of Issuer common stock at a price of $38.26 on October 25, 2018. The reporting person has agreed to pay to Issuer $119.69, representing the full amount of the profit realized in connection with the short-swing transaction.

7. Represents Restricted Stock Units (RSUs"). The RSUs shall vest as follows: 6.25% of the RSUs shall vest quarterly, starting June 10, 2019, subject to continued employment on each such vesting date.

8. Includes 625 shares acquired on December 13, 2018 under the Issuer's Employee Stock Purchase Plan.

Remarks:

	Robert S. Klepper, by /s/ Ron A. Metzger, Attorney-in-Fact	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).
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