Regan Davis Form 3 SHOTSPOTTER / Regan Davis 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^*

Davis Regan

(Last) (First) (Middle)

C/O SHOTSPOTTER, INC.

7979 GATEWAY BLVD., STE. 210

(Street)

NEWARK CA 94560

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2021

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP Cust Succs & Field Eng

5. 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 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	3,019(1)	D

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
Stock Option (Right to Buy)	(2)	12/10/2030	Common Stock	20,000	32.95	D
Stock Option (Right to Buy)	(3)	03/09/2031	Common Stock	1,681	37.26	D

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs"). The RSUs will vest and become exercisable in a series of 16 successive equal quarterly installments measured from March 9, 2021, subject to Reporting Person's continued employment on each such anniversary.

2. The Stock Option shall vest as to 25% of the shares on the one year anniversary of December 11, 2020, and an additional 1/48th of the shares shall vest each monthly anniversary thereafter, subject to Reporting Person's continued employment on each such anniversary.

3. The Stock Option will vest and become exercisable in a series of 48 successive equal monthly installments measured from March 9, 2021, subject to Reporting Person's continued employment on each such anniversary.

Remarks:

	Regan Davis, by /s/ Ron A. Metzger, Attorney-in-Fact	06/02/2021
	** 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 5 (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.