Dongyi Liao - 07 Jan 2025 Form 4 Insider Report for Cepton, Inc.

Reporting relationship: Chief Technology Officer
Issuer ticker: N/A
Reported as of: 07 Jan 2025
Net transaction value: -$671,999
SEC form: 4
Accepted by SEC: 07 Jan 2025, 17:31:38 UTC
Prior SEC filing: 23 Dec 2024
Source filing: View source filing
Reporting owner signature: /s/ Dongyi Liao

Key filing fact

Dongyi Liao filed Form 4 for Cepton, Inc. on 07 Jan 2025.

Key facts

This page summarizes Dongyi Liao's Form 4 filing for Cepton, Inc..
6 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 07 Jan 2025, 17:31.

Change

Previous filing in this sequence was filed on 23 Dec 2024.
Current net transaction value: -$671,999.

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

Disposed to Issuer

Transaction value: $241,693
Shares: -76,244
Change %: -100%
Price: $3.17
Shares after: 0
Date: 07 Jan 2025
Ownership: Direct
Footnotes: F1

CPTN transaction

Common Stock

Disposed to Issuer

Transaction value: $430,305
Shares: -135,743
Change %: -100%
Price: $3.17
Shares after: 0
Date: 07 Jan 2025
Ownership: Direct
Footnotes: F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CPTN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -97,969
Change %: -100%
Price
Shares after: 0
Date: 07 Jan 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 97,969
Exercise price: $1.00
Footnotes: F3

CPTN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -24,492
Change %: -100%
Price
Shares after: 0
Date: 07 Jan 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 24,492
Exercise price: $1.00
Footnotes: F3

CPTN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -61,230
Change %: -100%
Price
Shares after: 0
Date: 07 Jan 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 61,230
Exercise price: $6.80
Footnotes: F4

CPTN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -61,230
Change %: -100%
Price
Shares after: 0
Date: 07 Jan 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 61,230
Exercise price: $10.20
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Dongyi Liao is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

Disposed of in accordance with 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. ("Parent") and Project Camaro Merger Sub, Inc. ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") on January 7, 2025 (the "Effective Time"). At the Effective Time, each share of Common Stock that was outstanding as of immediately prior to the Effective Time (other than certain exceptions) was automatically cancelled and converted into the right to receive $3.17 in cash, without interest.

Footnote F2

Represents restricted stock units ("RSUs") that were outstanding immediately prior to the Effective Time, whether or not vested, which, pursuant to the Merger Agreement, 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.

Footnote F3

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, without interest and less any required withholding taxes.

Footnote F4

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.