Jun Ye - Feb 10, 2022 Form 3 Insider Report for Cepton, Inc. (CPTN)

Signature
/s/: Jinying (Jenny) Chen, Attorney-in-Fact for Jun Ye
Stock symbol
CPTN
Transactions as of
Feb 10, 2022
Transactions value $
$0
Form type
3
Date filed
2/11/2022, 04:42 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CPTN Common Stock 20.8M Feb 10, 2022 Direct F1
holding CPTN Common Stock 2.45M Feb 10, 2022 See footnote. F1, F2
holding CPTN Common Stock 2.45M Feb 10, 2022 See footnote. F1, F3
holding CPTN Common Stock 200K Feb 10, 2022 See footnote. F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 (i) Pursuant to the Business Combination Agreement, dated as of August 4, 2021 (as amended by the Amendment to the Business Combination Agreement, dated as of January 21, 2022, and as it may be further amended or supplemented from time to time, the "Business Combination Agreement"), by and among Growth Capital Acquisition Corp. ("GCAC" and, upon consummation of the business combination, the surviving Issuer as renamed Cepton, Inc.), Cepton Technologies, Inc., a Delaware corporation ("Former Cepton"), and GCAC Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of GCAC, on February 10, 2022 (the "Effective Date"), all shares of stock of Former Cepton were automatically converted into shares of the Issuer's Common Stock based on a 1-to-2.449 conversion ratio; and (ii) pursuant to the PIPE Subscription Agreement dated August 4, 2021, by and between the Ye-Wang Family Trust, dated December 8, 2020, and GCAC, on the Effective Date, 200,000 shares of GCAC Class A common stock were automatically converted into shares of the Issuer's Common Stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
F2 The shares of Common Stock are held by the Lynnelle Lin Ye Irrevocable Trust, dated December 8, 2020, established for the benefit of the reporting person's child (Lynnelle Lin Ye) and of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of these shares of Common Stock, and the filing of this report is not an admission that the reporting person is the beneficial owner of the shares of Common Stock for purposes of Section 16 or for any other purpose.
F3 The shares of Common Stock are held by the Brion Qi Ye Irrevocable Trust, dated December 8, 2020, established for the benefit of the reporting person's child (Brion Qi Ye) and of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F4 The shares of Common Stock are held by the Ye-Wang Family Trust, dated March 31, 2007, of which the reporting person is a trustee.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney