Amended Statement of Ownership (sc 13g/a)
2019年2月8日 - 8:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule
13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1
(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO
13d-2
(Amendment No. 1) *
ShotSpotter, Inc.
(Name
of Issuer)
Common Stock, $0.005 par value per share
(Title of Class of Securities)
82536T 10 7
(CUSIP
Number)
December 31, 2018
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 82536T 10 7
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13 G
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1
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NAMES OF REPORTING PERSONS.
Claremont Creek Ventures, L.P.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒(1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
0 shares
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0.0%
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12
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TYPE OF REPORTING
PERSON*
PN
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(1)
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This Schedule 13G is filed by Claremont Creek Ventures, L.P. (CCV), Claremont Creek Partners, LLC
(CCP), Claremont Creek Partners Fund, L.P. (CCPF), Randall Hawks (Hawks) and Nathaniel Goldhaber (Goldhaber together with CCV, CCP, CCPF and Hawks, collectively, the Reporting Persons). The
Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
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2.
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CUSIP NO. 82536T 10 7
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13 G
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1
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NAMES OF REPORTING PERSONS.
Claremont Creek Partners Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒(1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
0 shares
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0.0%
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12
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TYPE OF REPORTING
PERSON*
PN
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a
group for purposes of this Schedule 13G.
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3.
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CUSIP NO. 82536T 10 7
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13 G
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1
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NAMES OF REPORTING PERSONS
Claremont Creek Partners, LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒(1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
0 shares
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0.0%
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12
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TYPE OF REPORTING
PERSON*
OO
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a
group for purposes of this Schedule 13G.
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4.
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CUSIP NO. 82536T 10 7
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13 G
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1
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NAMES OF REPORTING PERSONS
Randall Hawks
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒(1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
11,447 shares
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6
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SHARED VOTING POWER
0 shares
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7
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SOLE DISPOSITIVE POWER
11,447 shares
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,447 shares
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0.1% (2)
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12
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TYPE OF REPORTING
PERSON*
IN
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a
group for purposes of this Schedule 13G.
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(2)
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This percentage is calculated based on 10,821,747 shares of the Common Stock outstanding as of November 8,
2018, as disclosed in the Issuers Form
10-Q
for the period ended September 30, 2018, as filed with the Securities and Exchange Commission (the Commission) on November 14, 2018.
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5.
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CUSIP NO. 82536T 10 7
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13 G
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1
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NAMES OF REPORTING PERSONS
Nathaniel Goldhaber
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☒(1)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
0 shares
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0.0%
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12
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TYPE OF REPORTING
PERSON*
IN
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(1)
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This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a
group for purposes of this Schedule 13G.
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6.
Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons with the Commission in
respect of shares of Common Stock, par value $0.005 per share (Common Stock), of ShotSpotter, Inc., a Delaware corporation (the Issuer).
Item 1
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(a)
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Name of Issuer:
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ShotSpotter, Inc.
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(b)
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Address of Issuers
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Principal Executive Offices:
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7979 Gateway Blvd., Suite 210
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Newark, California 94560
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Item 2
(a)
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Name of Reporting Persons Filing:
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1.
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Claremont Creek Ventures, L.P. (CCV)
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2.
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Claremont Creek Partners Fund, L.P. (CCPF)
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3.
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Claremont Creek Partners, LLC (CCP)
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4.
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Randall Hawks (Hawks)
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5.
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Nathaniel Goldhaber (Goldhaber)
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(b)
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Address of Principal Business Office:
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c/o Claremont Creek Ventures
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300 Frank H. Ogawa Plaza, Suite 350
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Oakland, California 94612
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CCV
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Delaware
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CCPF
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Delaware
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CCP
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Delaware
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Hawks
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United States of America
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Goldhaber
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United States of America
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(d)
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Title of Class of Securities:
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Common Stock
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(e)
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CUSIP Number:
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82536T 10 7
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The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of
December 31, 2018:
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Reporting Persons
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Shares Held
Directly (1)
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Sole Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Beneficial
Ownership
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Percentage of
Class (2)
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CCV
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0
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0
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0
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0
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0
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0
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0.0
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%
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CCPF
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0
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0
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0
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0
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0
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0
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0.0
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%
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7.
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Reporting Persons
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Shares Held
Directly (1)
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Sole Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Beneficial
Ownership
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Percentage of
Class (2)
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CCP
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0
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0
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0
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0
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0
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0
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0.0
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%
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Hawks
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11,447
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11,447
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0
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11,447
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0
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11,447
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0.1
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%
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Goldhaber
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0
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0
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0
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0
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0
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0
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0.0
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%
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(1)
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Represents the number of shares of Common Stock held by the Reporting Persons.
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(2)
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This percentage is calculated based on 10,821,747 shares of the Common Stock outstanding as of November 8,
2018, as disclosed in the Issuers Form
10-Q
for the period ended September 30, 2018, as filed with the Securities and Exchange Commission (the Commission) on November 14, 2018.
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Item 5
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following:
☒
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not applicable.
Item 7
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the
Parent Holding Company.
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Not applicable.
Item 8
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Identification and Classification of Members of the Group.
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Not applicable.
Item 9
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
8.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is
true, complete and correct.
Dated: February 8, 2019
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CLAREMONT CREEK VENTURES, L.P.
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By: Claremont Creek Partners, LLC
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Its: General Partner
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By:
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/s/ Randall Hawks
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Randall Hawks, Managing Director
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CLAREMONT CREEK PARTNERS FUND, L.P.
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By: Claremont Creek Partners, LLC
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Its: General Partner
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By:
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/s/ Randall Hawks
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Randall Hawks, Managing Director
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CLAREMONT CREEK PARTNERS, LLC
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By:
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/s/ Randall Hawks
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Randall Hawks, Managing Director
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/s/ Randall Hawks
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Randall Hawks
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/s/ Nathaniel Goldhaber
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Nathaniel Goldhaber
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Exhibit(s)
:
A:
|
Joint Filing Statement
|
9.
SoundThinking (NASDAQ:SSTI)
過去 株価チャート
から 6 2024 まで 7 2024
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過去 株価チャート
から 7 2023 まで 7 2024