Sec Form 3 Filing - Liao Dongyi @ Cepton, Inc. - 2022-02-10

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 Liao Dongyi 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) SVP of Applications (Last) (First) (Middle) C/O CEPTON, INC., 399 W. TRIMBLE RD 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2022 (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

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) $ 0.1 ( 1 ) 02/08/2027 Common Stock 979,693( 2 ) D Employee Stock Option (right to buy) $ 0.1 ( 1 ) 05/29/2027 Common Stock 244,923( 2 ) D Employee Stock Option (right to buy) $ 0.68 ( 3 ) 09/18/2028 Common Stock 612,308( 2 ) D Employee Stock Option (right to buy) $ 1.02 ( 4 ) 02/25/2030 Common Stock 612,308( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liao Dongyi C/O CEPTON, INC. 399 W. TRIMBLE RD SAN JOSE, CA95131 SVP of Applications Signatures /s/: Jinying (Jenny) Chen, Attorney-in-Fact for Dongyi Liao 02/11/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock options are fully vested and exercisable. ( 2 )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, the "Business Combination Agreement"), 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 common stock subject to stock options of Former Cepton were automatically converted into the right to receive a number of shares of the Issuer's Common Stock based on a 1-to-2.449 conversion ratio. ( 3 )The stock options vested as to 25% of the total number of shares of Common Stock subject to the stock options on August 30, 2019. 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.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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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