Sec Form 4 Filing - LAUDER GARY M @ SHOTSPOTTER, INC - 2018-04-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol SHOTSPOTTER, INC [ SSTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 40TH FLOOR, 767 FIFTH AVE. 3. Date of Earliest Transaction (MM/DD/YY) 04/25/2018 (Street) NEW YORK, NY10153 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/25/2018 X 162,158 A $ 5.8667 1,282,393 I By Trust ( 1 ) Common Stock 04/25/2018 X 106,136 A $ 0.17 1,179,725 I By Limited Liability Company ( 2 ) Common Stock 91,000 I By Trust ( 3 ) Common Stock 8,152 ( 4 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 04/25/2018 X 162,158 ( 5 ) 07/12/2019 Common Stock 162,158 $ 0 0 I By Trust ( 1 ) Warrant (Right to Buy) $ 0.17 04/25/2018 X 106,136 ( 5 ) 02/13/2021 Common Stock 106,136 $ 0 0 I By Limited Liability Company ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAUDER GARY M 40TH FLOOR, 767 FIFTH AVE. NEW YORK, NY10153 X X LAUDER GARY M REVOCABLE TRUST UAD 8/10/2000 40TH FLOOR, 767 FIFTH AVE. NEW YORK, NY10153 X Lauder Partners LLC 40TH FLOOR, 767 FIFTH AVE. NEW YORK, NY10153 X GARY M LAUDER 2015 TRUST 40TH FLOOR, 767 FIFTH AVE. NEW YORK, NY10153 X Signatures /s/ Gary M. Lauder 04/27/2018 Signature of Reporting Person Date /s/ Gary M. Lauder, Trustee 04/27/2018 Signature of Reporting Person Date /s/ Gary M. Lauder, Managing Member 04/27/2018 Signature of Reporting Person Date /s/ Gary M. Lauder, Trustee 04/27/2018 Signature of Reporting Person Date

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 )Shares held directly by the Gary M. Lauder 2015 Trust (formerly named "1992 GRAT Remainder Trust FBO Gary Lauder"), of which Gary M. Lauder is a Trustee. ( 4 )Represents Restricted Stock Units ("RSUs"). All of the RSUs subject to this Award will vest upon the earlier of June 6, 2018 and the Company's next annual meeting of stockholders. In addition, all such RSUs will vest upon a Change in Control (as defined in the Plan) or immediately prior to the effectiveness of the Participant's resignation or removal (and contingent upon the effectiveness of a Change in Control) in the event that the Participant is required to resign his position as a member of the Board of Directors as a condition of the Change in Control or is removed from his position as a member of the Board of Directors in connection with the Change in Control. Notwithstanding the foregoing, vesting shall terminate upon the Participant's termination of Continuous Service. ( 5 )Immediate.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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