Dongyi Liao - Feb 10, 2022 Form 3 Insider Report for Cepton, Inc. (CPTN)

Role
SVP of Applications
Signature
/s/: Jinying (Jenny) Chen, Attorney-in-Fact for Dongyi Liao
Stock symbol
CPTN
Transactions as of
Feb 10, 2022
Transactions value $
$0
Form type
3
Date filed
2/11/2022, 04:50 PM
Next filing
May 5, 2022

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
holding CPTN Employee Stock Option (right to buy) Feb 10, 2022 Common Stock 980K $0.10 Direct F1, F2
holding CPTN Employee Stock Option (right to buy) Feb 10, 2022 Common Stock 245K $0.10 Direct F1, F2
holding CPTN Employee Stock Option (right to buy) Feb 10, 2022 Common Stock 612K $0.68 Direct F2, F3
holding CPTN Employee Stock Option (right to buy) Feb 10, 2022 Common Stock 612K $1.02 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The stock options are fully vested and exercisable.
F2 Pursuant to the Business Combination Agreement, dated as of August 4, 2021 (as amended by the Amendment to the Business Combination Agreement, dated as of January 21, 2022, and as it may be further amended or supplemented from time to time, the "Business Combination Agreement"), by and among Growth Capital Acquisition Corp. ("GCAC" and, upon consummation of the business combination, the surviving Issuer as renamed Cepton, Inc.), Cepton Technologies, Inc., a Delaware corporation ("Former Cepton"), and GCAC Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of GCAC, on February 10, 2022 (the "Effective Date") all shares of common stock subject to stock options of Former Cepton were automatically converted into the right to receive a number of shares of the Issuer's Common Stock based on a 1-to-2.449 conversion ratio.
F3 The stock options vested as to 25% of the total number of shares of Common Stock subject to the stock options on August 30, 2019. The remaining 75% of the total number of shares of Common Stock subject to the stock options vest thereafter in 36 substantially equal monthly installments.
F4 The stock options vested as to 25% of the total number of shares of Common Stock subject to the stock options on January 31, 2021. The remaining 75% of the total number of shares of Common Stock subject to the stock options vest thereafter in 36 substantially equal monthly installments.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney