4//SEC Filing
Pei Jun 4
Accession 0001498233-25-000013
CIK 0001498233other
Filed
Jan 6, 7:00 PM ET
Accepted
Jan 7, 5:29 PM ET
Size
14.3 KB
Accession
0001498233-25-000013
Insider Transaction Report
Form 4
Cepton, Inc.CPTN
Pei Jun
DirectorCEO and President10% Owner
Transactions
- Disposition to Issuer
Common Stock
2025-01-07$3.17/sh−6,564$20,808→ 0 total - Disposition to Issuer
Common Stock
2025-01-07$3.17/sh−18,310$58,043→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2025-01-07$3.17/sh−142,415$451,456→ 0 total - Disposition to Issuer
Common Stock
2025-01-07$3.17/sh−1,399$4,435→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2025-01-07$3.17/sh−1,153,616$3,656,963→ 0 total(indirect: See footnote) - Other
Common Stock
2025-01-07−1,291,810→ 0 total(indirect: See footnote)
Footnotes (4)
- [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]The shares of Common Stock are held by the Pei 2000 Trust, of which the Reporting Person is a trustee.
- [F4]Disposed of pursuant to a Rollover Agreement, dated as of July 29, 2024, among Parent, Project Camaro Holdings, LLC, a subsidiary of Parent ("Holdco"), the Reporting Person and each other holder named therein, immediately prior to the Effective Time in exchange for an aggregate number of Holdco units having an aggregate value equal to the product of the number of Common Stock contributed to Holdco multiplied by $3.17 per share.
Documents
Issuer
Cepton, Inc.
CIK 0001498233
Entity typeother
Related Parties
1- filerCIK 0001888574
Filing Metadata
- Form type
- 4
- Filed
- Jan 6, 7:00 PM ET
- Accepted
- Jan 7, 5:29 PM ET
- Size
- 14.3 KB