| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CPTN | Common Stock | Disposed to Issuer | -$210K | -66.2K | -100% | $3.17 | 0 | 07 Jan 2025 | Direct | F1 |
| transaction | CPTN | Common Stock | Disposed to Issuer | -$430K | -136K | -100% | $3.17 | 0 | 07 Jan 2025 | Direct | F2 |
| transaction | CPTN | Common Stock | Disposed to Issuer | -$155K | -49K | -100% | $3.17 | 0 | 07 Jan 2025 | See footnote. | F1, F3 |
| 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 | -196K | -100% | 0 | 07 Jan 2025 | Common Stock | 196K | $1.00 | Direct | F4 | ||
| transaction | CPTN | Employee Stock Option (right to buy) | Disposed to Issuer | -49K | -100% | 0 | 07 Jan 2025 | Common Stock | 49K | $9.70 | Direct | F5 |
Liqun Han is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | The shares of Common Stock are held by the Han-Ouyang Living Trust, U/A, dated March 21, 2021, of which the reporting person is a trustee. |
| 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, without interest and less any required withholding taxes. |
| F5 | 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. |