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

Role
Interim CFO
Signature
/s/ Dong Chang
Stock symbol
CPTN
Transactions as of
Jan 7, 2025
Transactions value $
-$184,713
Form type
4
Date filed
1/7/2025, 05:33 PM
Previous filing
May 14, 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CPTN Common Stock Disposed to Issuer -$10.5K -3.32K -100% $3.17 0 Jan 7, 2025 Direct F1
transaction CPTN Common Stock Disposed to Issuer -$174K -54.9K -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 Employee Stock Option (right to buy) Disposed to Issuer -19.6K -100% 0 Jan 7, 2025 Common Stock 19.6K $6.80 Direct F3
transaction CPTN Employee Stock Option (right to buy) Disposed to Issuer -4.9K -100% 0 Jan 7, 2025 Common Stock 4.9K $10.20 Direct F3
transaction CPTN Employee Stock Option (right to buy) Disposed to Issuer -2.45K -100% 0 Jan 7, 2025 Common Stock 2.45K $8.30 Direct F3
transaction CPTN Employee Stock Option (right to buy) Disposed to Issuer -4.9K -100% 0 Jan 7, 2025 Common Stock 4.9K $12.60 Direct F3
transaction CPTN Employee Stock Option (right to buy) Disposed to Issuer -7.35K -100% 0 Jan 7, 2025 Common Stock 7.35K $53.40 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Dong Chang 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 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.