Sec Form 13G Filing - Groos Thomas T. filing for SOUNDTHINKING INC. (SSTI) - 2019-02-06

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Names of Reporting Persons

Thomas T. Groos

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

532,881 shares⁽¹⁾

Shared Voting Power

-0- shares

Sole Dispositive Power

532,881 shares⁽¹⁾

Shared Dispositive Power

-0- shares

Aggregate Amount Beneficially Owned by Each Reporting Person

532,881 shares⁽¹⁾

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ☐

Percent of Class Represented by Amount in Row 9

4.89%⁽²⁾

Type of Reporting Person (see instructions)

IN

Includes 10,136 shares held by Thomas T. Groos, 50,515 shares and warrants to purchase 13,973 shares of Issuer’s Common Stock held by The Thomas T. Groos Revocable Trust, and 418,376 shares and warrants to purchase 39,881 shares held by RT Groos, LLC. Reporting Person exercises sole voting and dispositive power over the shares held by The Thomas T. Groos Revocable Trust and RT Groos, LLC.

Based on 10,864,722 shares of Common Stock outstanding on December 31, 2018. Assumes the exercise of Reporting Person’s warrants exercisable as of or within 60 days of December 31, 2018.

Names of Reporting Persons

The Thomas T. Groos Revocable Trust

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

Citizenship or Place of Organization

Michigan

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

64,488⁽¹⁾

Shared Voting Power

-0- shares

Sole Dispositive Power

64,488⁽¹⁾

Shared Dispositive Power

-0- shares

Aggregate Amount Beneficially Owned by Each Reporting Person

64,488⁽¹⁾

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ☐

Percent of Class Represented by Amount in Row 9

0.59%⁽²⁾

Type of Reporting Person (see instructions)

OO

Includes 50,515 shares and warrants to purchase 13,973 shares of Issuer’s Common Stock.

Based on 10,864,722 shares of Common Stock outstanding on December 31, 2018. Assumes the exercise of Reporting Person’s warrants exercisable as of or within 60 days of December 31, 2018.

Names of Reporting Persons

RT Groos, LLC

Check the Appropriate Box if a Member of a Group (see instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

Citizenship or Place of Organization

Michigan

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

458,257 shares⁽¹⁾

Shared Voting Power

-0- shares

Sole Dispositive Power

458,257 shares⁽¹⁾

Shared Dispositive Power

-0- shares

Aggregate Amount Beneficially Owned by Each Reporting Person

458,257 shares⁽¹⁾

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ☐

Percent of Class Represented by Amount in Row 9

4.20%⁽²⁾

Type of Reporting Person (see instructions)

OO

Includes 418,376 shares and warrants to purchase 39,881 shares of Issuer’s Common Stock.

Based on 10,864,722 shares of Common Stock outstanding on December 31, 2018. Assumes the exercise of Reporting Person’s warrants exercisable as of or within 60 days of December 31, 2018

Name of Issuer: ShotSpotter, Inc.

Address of Issuer’s Principal Executive Offices: 7979 Gateway Blvd., Ste. 210, Newark, CA 94560

Name of Person Filing:

Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:

Citizenship:

Title of Class of Securities: Common Stock

CUSIP Number: 82536T 107

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

☐ Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K).

Ownership

Amount Beneficially Owned:

Percent of Class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Includes 10,136 shares held by Thomas T. Groos, 50,515 shares and warrants to purchase 13,973 shares of Issuer’s Common Stock held by The Thomas T. Groos Revocable Trust, and 418,376 shares and warrants to purchase 39,881 shares of Issuer’s Common Stock held by RT Groos, LLC. Reporting Person exercises sole voting and dispositive power over the shares held by The Thomas T. Groos Revocable Trust and RT Groos, LLC.

Includes 50,515 shares and warrants to purchase 13,973 shares of Issuer’s Common Stock.

Includes 418,376 shares and warrants to purchase 39,881 shares of Issuer’s Common Stock.

Based on 10,864,722 shares of Common Stock outstanding on December 31, 2018.

Assumes the exercise of Reporting Person’s warrants exercisable as of or within 60 days of December 31, 2018.

Ownership of 5 Percent or Less of a Class

Ownership of More than 5 Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group

Notice of Dissolution of a Group

Certification