Sec Form 3 Filing - Ye Jun @ Cepton, Inc. - 2022-02-10

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Ye Jun
2. Issuer Name and Ticker or Trading Symbol
Cepton, Inc. [ CPTN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CEPTON, INC., 399 W. TRIMBLE RD
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2022
(Street)
SAN JOSE, CA95131
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 20,818,496( 1 ) D
Common Stock 2,449,235( 1 ) I See footnote.( 2 )
Common Stock 2,449,235( 1 ) I See footnote.( 3 )
Common Stock 200,000( 1 ) I See footnote.( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ye Jun
C/O CEPTON, INC.
399 W. TRIMBLE RD
SAN JOSE, CA95131
X X
Signatures
/s/: Jinying (Jenny) Chen, Attorney-in-Fact for Jun Ye 02/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )(i) 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 stock of Former Cepton were automatically converted into shares of the Issuer's Common Stock based on a 1-to-2.449 conversion ratio; and (ii) pursuant to the PIPE Subscription Agreement dated August 4, 2021, by and between the Ye-Wang Family Trust, dated December 8, 2020, and GCAC, on the Effective Date, 200,000 shares of GCAC Class A common stock were automatically converted into shares of the Issuer's Common Stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
( 2 )The shares of Common Stock are held by the Lynnelle Lin Ye Irrevocable Trust, dated December 8, 2020, established for the benefit of the reporting person's child (Lynnelle Lin Ye) and of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of these shares of Common Stock, and the filing of this report is not an admission that the reporting person is the beneficial owner of the shares of Common Stock for purposes of Section 16 or for any other purpose.
( 3 )The shares of Common Stock are held by the Brion Qi Ye Irrevocable Trust, dated December 8, 2020, established for the benefit of the reporting person's child (Brion Qi Ye) and of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
( 4 )The shares of Common Stock are held by the Ye-Wang Family Trust, dated March 31, 2007, of which the reporting person is a trustee.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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