Koito Manufacturing Co., Ltd. - Jan 7, 2025 Form 4 Insider Report for Cepton, Inc. (CPTN)

Role: 10%+ Owner
Signature: KOITO MANUFACTURING CO., LTD. /s/ Hideharu Konagaya, Executive Vice President
Stock symbol: CPTN
Transactions as of: Jan 7, 2025
Transactions value $: $0
Form type: 4
Date filed: 1/7/2025, 11:29 AM
Previous filing: Jan 20, 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CPTN	Common Stock	Other		+2.28M	+116.4%		4.25M	Jan 7, 2025	See note	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Koito Manufacturing Co., Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
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").
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.

Content

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").

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.