SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Koito Manufacturing Co., Ltd.

(Last)

(First)

(Middle)

SUMITOMO FUDOSAN OSAKI TWIN BLDG. EAST

5-1-18 KITASHINAGAWA, SHINAGAWA-KU

(Street)

TOKYO

141-0001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cepton, Inc. [ CPTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/07/2025		J⁽¹⁾⁽²⁾		2,284,255	A	⁽¹⁾⁽²⁾	4,246,729⁽¹⁾⁽²⁾	I	See note⁽¹⁾⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Koito Manufacturing Co., Ltd.

(Last)

(First)

(Middle)

SUMITOMO FUDOSAN OSAKI TWIN BLDG. EAST

5-1-18 KITASHINAGAWA, SHINAGAWA-KU

(Street)

TOKYO

141-0001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Project Camaro Holdings, LLC

(Last)

(First)

(Middle)

SUMITOMO FUDOSAN OSAKI TWIN BLDG. EAST

5-1-18 KITASHINAGAWA, SHINAGAWA-KU

(Street)

TOKYO

141-0001

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On July 29, 2024, Koito Manufacturing Co., Ltd. ("Koito") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cepton, Inc. (the "Issuer") and Project Camaro Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Project Camaro Holdings, LLC ("Holdco") and an indirectly controlled subsidiary of Koito. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer on January 7, 2025, with the Issuer continuing as surviving corporation (the "Merger").

2. Due to a 1000 character limit, Footnote 2 is a continuation of Footnote 1: On July 29, 2024, Koito and Holdco entered into a rollover agreement (the "Rollover Agreement") with each of Dr. Jun Pei, Dr. Mark McCord and Dr. Yupeng Cui (collectively, the "Rollover Participants"), pursuant to which the Rollover Participants contributed, immediately prior to the effective time (the "Effective Time") of the Merger, 2,284,245 shares of common stock of the Issuer (the "Common Stock") to Holdco in exchange for an equivalent number of units of Holdco, based on a valuation of $3.17 of each share of Common Stock. In addition, Holdco acquired 10 shares of Common Stock into which all of the issued and outstanding capital stock of Merger Sub was converted at the Effective Time. Immediately prior to the Effective Time, Koito also contributed all 1,962,474 shares of Common Stock held by it to Holdco.

	KOITO MANUFACTURING CO., LTD. /s/ Hideharu Konagaya, Executive Vice President	01/07/2025
	PROJECT CAMARO HOLDINGS, LLC By: KOITO MANUFACTURING CO., LTD., its managing member, /s/ Hideharu Konagaya, Executive Vice President	01/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Large owner Koito Manufacturing Co., Ltd. acquired 2,284,255 shares (SEC Form 4)