Sec Form 4 Filing - Klepper Robert Samuel @ SHOTSPOTTER, INC - 2018-04-04

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Klepper Robert Samuel 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 (Last) (First) (Middle) C/O SHOTSPOTTER, INC., 7979 GATEWAY BLVD., STE. 210 3. Date of Earliest Transaction (MM/DD/YY) 04/04/2018 (Street) NEWARK, CA94560 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 04/04/2018 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 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Klepper Robert Samuel C/O SHOTSPOTTER, INC. 7979 GATEWAY BLVD., STE. 210 NEWARK, CA94560 SVP Marketing and Products Signatures Robert S. Klepper, by /s/ Ron A. Metzger, Attorney-in-Fact 03/11/2019 Signature of Reporting Person Date

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.

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.