0001213900-22-071521.txt : 20221114 0001213900-22-071521.hdr.sgml : 20221114 20221114064038 ACCESSION NUMBER: 0001213900-22-071521 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221110 FILED AS OF DATE: 20221114 DATE AS OF CHANGE: 20221114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pei Jun CENTRAL INDEX KEY: 0001888574 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39959 FILM NUMBER: 221379909 MAIL ADDRESS: STREET 1: C/O CEPTON, INC. STREET 2: 399 W. TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cepton, Inc. CENTRAL INDEX KEY: 0001498233 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 272447291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 399 WEST TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 408-459-7579 MAIL ADDRESS: STREET 1: 399 WEST TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: Growth Capital Acquisition Corp. DATE OF NAME CHANGE: 20210910 FORMER COMPANY: FORMER CONFORMED NAME: PinstripesNYS, Inc. DATE OF NAME CHANGE: 20210910 FORMER COMPANY: FORMER CONFORMED NAME: Growth Capital Acquisition Corp. DATE OF NAME CHANGE: 20200225 4 1 ownership.xml X0306 4 2022-11-10 0 0001498233 Cepton, Inc. CPTN 0001888574 Pei Jun C/O CEPTON, INC 399 W. TRIMBLE RD SAN JOSE CA 95131 1 1 1 0 CEO and President Common Stock 1424617 D Common Stock 2022-11-10 4 S 0 100000 1.78 D 28850306 I See footnote Common Stock 2022-11-11 4 S 0 55202 1.84 D 28795104 I See footnote The Reporting Person disposed 100,000 shares of Common Stock in multiple trades at prices ranging from $1.76 to $1.87, per share. The price reported in Column 4 above reflects the weighted average sale price for the transaction, rounded to the nearest cent. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. The shares of Common Stock are held by the Pei 2000 Trust, of which the Reporting Person is a trustee. The Reporting Person disposed 55,202 shares of Common Stock in multiple trades at prices ranging from $1.80 to $1.89, per share. The price reported in Column 4 above reflects the weighted average sale price for the transaction, rounded to the nearest cent. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. Exhibit List: Exhibit 24 - Power of Attorney /s/ Ming Qiu, Attorney-in-Fact for Jun Pei 2022-11-14 EX-24 2 ea168529ex-24_ceptoninc.htm POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144

The undersigned hereby constitutes and appoints each of Ming Qiu and Richard Paek, the Controller and Director of Corporate Development, respectively, of Cepton, Inc. (the “Company”), so long as each is employed at the Company and Regina Braman of O’Melveny & Myers LLP (“OMM”), outside counsel to the Company, so long as she is employed at OMM, as his true and lawful attorney-in-fact and agent (each, an “Attorney-In-Fact”), with full power of substitution and resubstitution for him and in his name and stead in any and all capacities, to sign and file for and on his behalf, in respect of any acquisition, disposition or other change in ownership of any of the securities of the undersigned, the following:

(i)

any Form ID to be filed with the Securities and Exchange Commission (the “SEC”);

(ii)

any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;

(iii)

any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;

(iv)

any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;

(v)

any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and

(vi)

any and all agreements, certificates, receipts, or other documents in connection therewith.

The undersigned hereby gives full power and authority to each Attorney -In-Fact to seek and obtain as his representative and on his behalf, information on transactions in the securities of the undersigned from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release such information to each Attorney-In-Fact and approves and ratifies any such release of information.

The undersigned hereby grants unto each Attorney-In-Fact full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such Attorney-In-Fact or substitute may do or cause to be done by virtue hereof.

The undersigned acknowledges that:

(i)

neither the Company nor any Attorney-In-Fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(ii)

this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect with respect to the undersigned until revoked by the undersigned in a signed writing delivered to each Attorney-In-Fact.

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11^th day of July 2022.

	/s/ JUN PEI
	Jun Pei

[Signature Page - Power of Attorney]

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