Mitchell Hourtienne - 07 Jan 2025 Form 4 Insider Report for Cepton, Inc.

Role
Chief Commercial Officer
Signature
/s/ Mitchell Hourtienne
Issuer symbol
N/A
Transactions as of
07 Jan 2025
Net transactions value
-$242,461
Form type
4
Filing time
07 Jan 2025, 17:29:07 UTC
Previous filing
26 Nov 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CPTN Common Stock Disposed to Issuer $242,461 -76,486 -100% $3.17 0 07 Jan 2025 Direct F1

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
transaction CPTN Employee Stock Option (right to buy) Disposed to Issuer -52 -100% 0 07 Jan 2025 Common Stock 52 $6.80 Direct F2
transaction CPTN Employee Stock Option (right to buy) Disposed to Issuer -920 -100% 0 07 Jan 2025 Common Stock 920 $9.70 Direct F2
transaction CPTN Employee Stock Option (right to buy) Disposed to Issuer -3,937 -100% 0 07 Jan 2025 Common Stock 3,937 $10.20 Direct F2
transaction CPTN Employee Stock Option (right to buy) Disposed to Issuer -6,122 -100% 0 07 Jan 2025 Common Stock 6,122 $12.60 Direct F2
transaction CPTN Employee Stock Option (right to buy) Disposed to Issuer -24,492 -100% 0 07 Jan 2025 Common Stock 24,492 $12.60 Direct F2
transaction CPTN Performance Stock Units Disposed to Issuer -6,700 -100% 0 07 Jan 2025 Common Stock Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mitchell Hourtienne is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 29, 2024 (the "Merger Agreement"), entered into by and among the Issuer, KOITO MANUFACTURING CO., LTD. and Project Camaro Merger Sub, Inc. ("Merger Sub"), whereby Merger Sub merged with and into the Issuer (the "Merger") on January 7, 2025 (the "Effective Time"), represents restricted stock units ("RSUs") that were outstanding immediately prior to the Effective Time, whether or not vested, which were cancelled and converted into the right to receive (without interest) an amount in cash, less any withholding taxes, determined by multiplying (i) $3.17 by (ii) the number of shares of Common Stock underlying such RSU award immediately prior to the Effective Time; provided that receipt of the cash consideration for unvested RSUs will remain subject to the vesting conditions applicable to such RSU prior to the Effective Time.
F2 These stock options were canceled in the Merger in exchange for a cash payment based on the product of (i) the number of shares of Common Stock subject to the canceled stock options multiplied by (ii) the excess, if any, of $3.17 over the per share exercise price of the option, which cash payment was $0.00 since this option had an exercise price that exceeded $3.17.
F3 Pursuant to the Merger Agreement, each performance-based restricted stock unit outstanding immediately prior to the Effective Time did not vest and was cancelled without payment at the Effective Time.