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

Role
SVP of Operations
Signature
/s/: Jinying (Jenny) Chen, Attorney-in-Fact for Liqun Han
Stock symbol
CPTN
Transactions as of
Feb 10, 2022
Transactions value $
$0
Form type
3
Date filed
2/11/2022, 04:48 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 490K Feb 10, 2022 See footnote. 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 Employee Stock Option (right to buy) Feb 10, 2022 Common Stock 1.96M $0.10 Direct F1, F3
holding CPTN Employee Stock Option (right to buy) Feb 10, 2022 Common Stock 490K $0.97 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 and all shares of common stock subject to stock options of Former Cepton were automatically converted into shares of the Issuer's Common Stock based on a 1-to-2.449 conversion ratio.
F2 The shares of Common Stock are held by the Han-Ouyang Living Trust, U/A, dated March 21, 2021, of which the reporting person is a trustee.
F3 The stock options are fully vested and exercisable.
F4 The stock options vested as to 25% of the total number of shares of Common Stock subject to the stock options on November 20, 2020. The remaining 75% of the total number of shares of Common Stock subject to the stock options vest thereafter in 36 substantially equal monthly installments.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney