Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On April 17, 2021, Merline Saintil informed ShotSpotter, Inc. ("ShotSpotter") that she will not stand for re-election to ShotSpotter's Board of Directors (the "Board") at the 2021 Annual Meeting of Stockholders, and her term of service will expire on the date of such meeting. Ms. Saintil has served as a member of the Board since April 2019 and serves as a member of each of the Audit Committee and Nominating and Corporate Governance Committee of the Board. Ms. Saintil's decision not to stand for re-election is not the result of any disagreement with ShotSpotter on any matter relating to its operations, policies or practices.

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