Koito Manufacturing Co., Ltd. - Feb 10, 2022 Form 3 Insider Report for Cepton, Inc. (CPTN)

Role: 10%+ Owner
Signature: /s/ Hideharu Konagaya
Stock symbol: CPTN
Transactions as of: Feb 10, 2022
Transactions value $: $0
Form type: 3
Date filed: 2/18/2022, 04:10 PM
Next filing: Jan 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CPTN	Common Stock						19.6M	Feb 10, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CPTN	Earnout Shares							Feb 10, 2022	Common Stock	1.34M		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes 14,624,741 shares of Common Stock received in exchange for certain preferred shares of Cepton Technologies, Inc., a Delaware corporation ("Legacy Cepton"), pursuant to that certain Business Combination Agreement, dated August 4, 2021 and amended January 21, 2022 (the "Business Combination Agreement"), by and among Growth Capital Acquisition Corp., a Delaware corporation, GCAC Merger Sub, Inc., a Delaware corporation, and Legacy Cepton (and upon consummation of the business combination, the surviving Issuer as renamed "Cepton, Inc.").
F2	Also includes 5,000,000 shares of Common Stock acquired from the Issuer for an aggregate purchase price of $50,000,000 pursuant to that certain Subscription Agreement, dated August 4, 2021 and amended February 3, 2022, by and between the Issuer and the Reporting Person, as an investor in the private placement conducted by the Issuer occurring substantially concurrent with the closing of the business combination transaction described above.
F3	On February 10, 2022, pursuant to the Business Combination Agreement, the Reporting Person received a contingent right to acquire up to an aggregate of 1,340,165 shares of the Issuer's Common Stock (the "Earnout Shares"). The Earnout Shares vest upon the Issuer's Common Stock achieving a specified price per share as follows: 1/2 of the Earnout Shares shall be issued if the closing sale price of Common Stock equals or exceeds $15.00 per share for any period of 20 trading days out of 30 consecutive trade days prior to February 10, 2025; and (ii) 1/2 of the Earnout Shares shall be issued if the closing sale price of Common Stock equals or exceeds $17.50 per share for any period of 20 trading days out of 30 consecutive trading days prior to February 10, 2025.