Koito Manufacturing Co., Ltd. - 07 Jan 2025 Form 4 Insider Report for Cepton, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
07 Jan 2025, 11:29:24 UTC
Prior SEC filing
20 Jan 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
KOITO MANUFACTURING CO., LTD. /s/ Hideharu Konagaya, Executive Vice President

Key filing fact

Koito Manufacturing Co., Ltd. filed Form 4 for Cepton, Inc. on 07 Jan 2025.

Key facts

  • This page summarizes Koito Manufacturing Co., Ltd.'s Form 4 filing for Cepton, Inc..
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 07 Jan 2025, 11:29.

Change

  • Previous filing in this sequence was filed on 20 Jan 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CPTN transaction

Common Stock

Other

Transaction value
Shares
+2,284,255
Change %
+116%
Price
Shares after
4,246,729
Date
07 Jan 2025
Ownership
See note
Footnotes
F1, F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Koito Manufacturing Co., Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

Footnote F1

On July 29, 2024, Koito Manufacturing Co., Ltd. ("Koito") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cepton, Inc. (the "Issuer") and Project Camaro Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Project Camaro Holdings, LLC ("Holdco") and an indirectly controlled subsidiary of Koito. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer on January 7, 2025, with the Issuer continuing as surviving corporation (the "Merger").

Footnote F2

Due to a 1000 character limit, Footnote 2 is a continuation of Footnote 1: On July 29, 2024, Koito and Holdco entered into a rollover agreement (the "Rollover Agreement") with each of Dr. Jun Pei, Dr. Mark McCord and Dr. Yupeng Cui (collectively, the "Rollover Participants"), pursuant to which the Rollover Participants contributed, immediately prior to the effective time (the "Effective Time") of the Merger, 2,284,245 shares of common stock of the Issuer (the "Common Stock") to Holdco in exchange for an equivalent number of units of Holdco, based on a valuation of $3.17 of each share of Common Stock. In addition, Holdco acquired 10 shares of Common Stock into which all of the issued and outstanding capital stock of Merger Sub was converted at the Effective Time. Immediately prior to the Effective Time, Koito also contributed all 1,962,474 shares of Common Stock held by it to Holdco.

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