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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

40TH FLOOR, 767 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

10/4/2018
(Street)

NEW YORK, NY 10153
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/4/2018     G   V 39000   D   (1) 1147529   I   By Trust   (2)
Common Stock                  1179725   I   By Limited Liability Company   (3)
Common Stock                  91000   I   By Trust   (4)
Common Stock                  8152   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
(1)  Not applicable
(2)  Shares held indirectly by The Gary M. Lauder Revocable Trust, of which Gary M. Lauder is a Trustee.
(3)  Shares held indirectly by Lauder Partners LLC, of which Gary M. Lauder is the Managing Member.
(4)  Shares held indirectly by the Gary M. Lauder 2015 Trust (formerly named "1992 GRAT Remainder Trust FBO Gary Lauder"), of which Gary M. Lauder is a Trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LAUDER GARY M
40TH FLOOR, 767 FIFTH AVENUE
NEW YORK, NY 10153

X

LAUDER GARY M REVOCABLE TRUST UAD 8/10/2000
40TH FLOOR, 767 FIFTH AVE.
NEW YORK, NY 10153

X

Lauder Partners LLC
40TH FLOOR, 767 FIFTH AVE.
NEW YORK, NY 

X

GARY M LAUDER 2015 TRUST
40TH FLOOR, 767 FIFTH AVE.
NEW YORK, NY 

X


Signatures
THE GARY M. LAUDER REVOCABLE TRUST, By /s/ Gary M. Lauder, Printed Name: Gary M. Lauder, Title: Trustee 10/18/2018
** Signature of Reporting Person Date

LAUDER PARTNERS LLC, By /s/ Gary M. Lauder, Printed Name: Gary M. Lauder, Title: Managing Member 10/18/2018
** Signature of Reporting Person Date

GARY M. LAUDER 2015 TRUST, By /s/ Gary M. Lauder, Printed Name: Gary M. Lauder, Title: Trustee 10/18/2018
** Signature of Reporting Person Date

/s/ Gary M. Lauder 10/18/2018
** 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).
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 control number.
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