Sec Form 3 Filing - HOURTIENNE MITCHELL @ Cepton, Inc. - 2023-09-18

FORM 3 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 HOURTIENNE MITCHELL 2. Issuer Name and Ticker or Trading Symbol Cepton, Inc. [ CPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Commercial Officer (Last) (First) (Middle) C/O CEPTON, INC., 399 W. TRIMBLE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2023 (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 ( 1 ) 100,000 D Common Stock ( 2 ) 172,308 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 Employee Stock Option (right to buy) $ 0.97 ( 3 ) 11/19/2029 Common Stock 9,185 D Employee Stock Option (right to buy) $ 1.02 ( 4 ) 02/25/2030 Common Stock 39,347 D Performance Stock Units ( 5 ) ( 5 ) 02/11/2025 Common Stock 67,000 D Employee Stock Option (right to buy) $ 1.26 ( 6 ) 12/23/2030 Common Stock 61,230 D Employee Stock Option (right to buy) $ 1.26 ( 7 ) 02/11/2031 Common Stock 244,922 D Employee Stock Option (right to buy) $ 0.68 ( 8 ) 12/19/2028 Common Stock 511 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOURTIENNE MITCHELL C/O CEPTON, INC. 399 W. TRIMBLE ROAD SAN JOSE, CA95131 Chief Commercial Officer Signatures /s/: Ming Qiu, Attorney-in-Fact for Mitchell Hourtienne 09/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 100,000 time-based restricted stock units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock, that vest on May 20, 2024, subject to early termination and adjustments as provided in the applicable award agreement. ( 2 )Represents 172,308 RSUs, each of which represents a contingent right to receive one share of the Issuer's Common Stock, that vest in three equal installments on February 20, 2024, February 20, 2025 and February 20, 2026, in each case subject to early termination and adjustment as provided in the applicable award agreement. ( 3 )The stock options vested as to 25% of the total number of shares of Common Stock subject to the stock options on November 20, 2020. The remaining 75% of the total number of shares of Common Stock subject to the stock options vest thereafter in 36 substantially equal monthly installments. ( 4 )The stock options vested as to 25% of the total number of shares of Common Stock subject to the stock options on January 31, 2021. The remaining 75% of the total number of shares of Common Stock subject to the stock options vest thereafter in 36 substantially equal monthly installments. ( 5 )The Issuer awarded the Reporting Person 67,000 performance-based stock units ("PSUs"), each of which represents a contingent right to receive one share of the Issuer's Common Stock. The award will vest as to 36,000 of the PSUs if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Issuer's closing stock price exceeds $15.00 per share or (ii) the Issuer's market capitalization exceeds $2.1 billion; and will vest as to the remaining 31,000 PSUs if, at the close of regular trading for 20 trading days out of any period of 30 consecutive trading days, either (i) the Issuer's closing stock price exceeds $17.50 per share or (ii) the Issuer's market capitalization exceeds $2.5 billion, expiring on February 10, 2025 for each applicable tranche, and provided further that the vesting of each tranche is subject to the Reporting Person's continued employment with the Issuer through the day on which the applicable goal is achieved. ( 6 )The stock options vested as to 25% of the total number of shares of Common Stock subject to the stock options on November 23, 2021. The remaining 75% of the total number of shares of Common Stock subject to the stock options vest thereafter in 36 substantially equal monthly installments. ( 7 )The stock options vest monthly, starting on March 8, 2021, in 48 substantially equal monthly installments. ( 8 )The stock options are fully vested and exercisable.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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