Su-Kee Fu Winston - Feb 10, 2022 Form 3 Insider Report for Cepton, Inc. (CPTN)

Role: CFO and Secretary, Director, 10%+ Owner
Signature: /s/: Jinying (Jenny) Chen, Attorney-in-Fact for Winston Fu
Stock symbol: CPTN
Transactions as of: Feb 10, 2022
Transactions value $: $0
Form type: 3
Date filed: 2/11/2022, 04:45 PM
Next filing: May 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CPTN	Common Stock						16.1M	Feb 10, 2022	See footnote.	F1, F2

* 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), 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 LDV Partners Fund I, L.P. 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 LDV Partners Fund I, L.P. The reporting person is a managing member of LDV Partners I (GP), Ltd., which is the general partner of LDV Partners Fund I, L.P. The reporting person disclaims beneficial ownership of the Common Stock held by LDV Partners Fund I, L.P. except to the extent of his pecuniary interest therein, 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.

Content

(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), 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 LDV Partners Fund I, L.P. 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.

The shares of Common Stock are held by LDV Partners Fund I, L.P. The reporting person is a managing member of LDV Partners I (GP), Ltd., which is the general partner of LDV Partners Fund I, L.P. The reporting person disclaims beneficial ownership of the Common Stock held by LDV Partners Fund I, L.P. except to the extent of his pecuniary interest therein, 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney