George Syllantavos - Jan 7, 2025 Form 4 Insider Report for Cepton, Inc. (CPTN)

Role
Director
Signature
/s/ George Syllantavos
Stock symbol
CPTN
Transactions as of
Jan 7, 2025
Transactions value $
-$201,587
Form type
4
Date filed
1/7/2025, 05:28 PM
Previous filing
Jan 31, 2025
Next filing
Jan 29, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CPTN Common Stock Disposed to Issuer -$170K -53.6K -100% $3.17 0 Jan 7, 2025 Direct F1
transaction CPTN Common Stock Disposed to Issuer -$31.7K -10K -100% $3.17 0 Jan 7, 2025 Direct 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
transaction CPTN Warrants Other -618K -100% 0 Jan 7, 2025 Common Stock $115.00 See Footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
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.
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.
F3 Pursuant to a warrant agreement and in connection with the Merger, such warrants automatically ceased to represent a warrant exercisable for shares of Common Stock and became a warrant exercisable as of the Effective Time for a period of 30 days solely for a cash amount equal to $0.0104 per warrant.
F4 The warrants reported herein are held by Magellan Investments Corp., of which the Reporting Person is the president and the sole director, and accordingly the Reporting Person is deemed the beneficial owner of the warrants held by Magellan Investments Corp. and to have sole voting and dispositive control over such securities.