Hull Xu - May 3, 2022 Form 4 Insider Report for Cepton, Inc. (CPTN)

Role: Chief Financial Officer
Signature: /s/ Jinying (Jenny) Chen, Attorney-in-Fact for Hull Xu
Stock symbol: CPTN
Transactions as of: May 3, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/5/2022, 08:11 PM
Previous filing: Apr 5, 2022
Next filing: Feb 10, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CPTN	Common Stock	Award	$0	+560K		$0.00	560K	May 3, 2022	Direct	F1

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	Performance Stock Units	Award	$0	+56K		$0.00	56K	May 3, 2022	Common Stock	56K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	The Issuer awarded the Reporting Person 560,000 time-based restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock. 220,000 of the RSUs will vest on May 20, 2023, 220,000 of the RSUs will vest on May 20, 2024 and 120,000 RSUs will vest on May 20, 2025, in each case subject to early termination and adjustment as provided in the applicable award agreement.
F2	The Issuer awarded the Reporting Person 56,000 performance-based stock units ("PSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock. The award will vest as to 30,000 of the PSUs if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Issuer's closing stock price (in regular trading) exceeds $15.00 per share or (ii) the Issuer's market capitalization exceeds $2.1 billion; and will vest as to the remaining 26,000 PSUs if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Issuer's closing stock price (in regular trading) exceeds $17.50 per share or (ii) the Issuer's market capitalization exceeds $2.5 billion, provided in each case that the applicable stock price or market capitalization goal must be achieved no later than February 10, 2025 for the applicable tranche to vest, and provided further that the vesting of each tranche is subject to the Reporting Person's continued employment with the Issuer through the day on which the applicable goal is achieved.

Content

The Issuer awarded the Reporting Person 560,000 time-based restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock. 220,000 of the RSUs will vest on May 20, 2023, 220,000 of the RSUs will vest on May 20, 2024 and 120,000 RSUs will vest on May 20, 2025, in each case subject to early termination and adjustment as provided in the applicable award agreement.

The Issuer awarded the Reporting Person 56,000 performance-based stock units ("PSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock. The award will vest as to 30,000 of the PSUs if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Issuer's closing stock price (in regular trading) exceeds $15.00 per share or (ii) the Issuer's market capitalization exceeds $2.1 billion; and will vest as to the remaining 26,000 PSUs if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Issuer's closing stock price (in regular trading) exceeds $17.50 per share or (ii) the Issuer's market capitalization exceeds $2.5 billion, provided in each case that the applicable stock price or market capitalization goal must be achieved no later than February 10, 2025 for the applicable tranche to vest, and provided further that the vesting of each tranche is subject to the Reporting Person's continued employment with the Issuer through the day on which the applicable goal is achieved.