Sec Form 4 Filing - Fu Winston Su-Kee @ Cepton, Inc. - 2022-05-03

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 Fu Winston Su-Kee 2. Issuer Name and Ticker or Trading Symbol Cepton, Inc. [ CPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CEPTON,, INC 399 W. TRIMBLE RD 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2022 (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 16,088,422 I See footnote( 1 ) Common Stock( 2 ) 05/03/2022 A 75,000 A $ 0 75,000 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

Reporting Owners Repor ting Owner Name / Address Relationships Director 10% Owner Officer Other Fu Winston Su-Kee C/O CEPTON, INC 399 W. TRIMBLE RD SAN JOSE, CA95131 X X Signatures /s/ Jinying (Jenny) Chen, Attorney-in-Fact for Winston Fu 05/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The Issuer awarded the Reporting Person 75,000 time-based restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock, that will vest in one installment on May 20, 2023, subject to early termination and adjustment as provided in the applicable award agreement.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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