Sec Form 4 Filing - Liao Dongyi @ Cepton, Inc. - 2025-01-07

FORM 4 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 Liao Dongyi 2. Issuer Name and Ticker or Trading Symbol Cepton, Inc. [ CPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O CEPTON, INC., 399 W. TRIMBLE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2025 (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 01/07/2025 D 76,244 D $ 3.17 ( 1 ) 0 D Common Stock 01/07/2025 D 135,743 D $ 3.17 ( 2 ) 0 D

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 Employee Stock Option (right to buy) $ 1 01/07/2025 D 97,969 02/06/2021 02/08/2027 Common Stock 97,969 ( 3 ) 0 D Employee Stock Option (right to buy) $ 1 01/07/2025 D 24,492 05/30/2021 05/29/2027 Common Stock 24,492 ( 3 ) 0 D Employee Stock Option (right to buy) $ 6.8 01/07/2025 D 61,230 08/30/2022 09/18/2028 Common Stock 61,230 ( 4 ) 0 D Employee Stock Option (right to buy) $ 10.2 01/07/2025 D 61,230 01/31/2024 02/25/2030 Common Stock 61,230 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liao Dongyi C/O CEPTON, INC., 399 W. TRIMBLE ROAD SAN JOSE, CA95131 Chief Technology Officer Signatures /s/ Dongyi Liao 01/07/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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