SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fu Winston Su-Kee

(Last)

(First)

(Middle)

C/O CEPTON, INC.

399 W. TRIMBLE RD

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2022

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,088,422⁽¹⁾	I	See footnote.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

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), 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 LDV Partners Fund I, L.P. 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 LDV Partners Fund I, L.P. The reporting person is a managing member of LDV Partners I (GP), Ltd., which is the general partner of LDV Partners Fund I, L.P. The reporting person disclaims beneficial ownership of the Common Stock held by LDV Partners Fund I, L.P. except to the extent of his pecuniary interest therein, 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/: Jinying (Jenny) Chen, Attorney-in-Fact for Winston Fu	02/11/2022
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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