SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Koito Manufacturing Co., Ltd. (Last) (First) (Middle) SUMITOMO FUDOSAN OSAKI TWIN BLDG. EAST 5-1-18 KITASHINAGAWA, SHINAGAWA-KU (Street) TOKYO M0 141-0001 (City) (State) (Zip)	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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/07/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	01/07/2025		J(1)(2)		2,284,255	A	(1)(2)	4,246,729(1)(2)	I	See note(1)(2)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* Koito Manufacturing Co., Ltd. (Last) (First) (Middle) SUMITOMO FUDOSAN OSAKI TWIN BLDG. EAST 5-1-18 KITASHINAGAWA, SHINAGAWA-KU (Street) TOKYO M0 141-0001 (City) (State) (Zip)

1. Name and Address of Reporting Person* Project Camaro Holdings, LLC (Last) (First) (Middle) SUMITOMO FUDOSAN OSAKI TWIN BLDG. EAST 5-1-18 KITASHINAGAWA, SHINAGAWA-KU (Street) TOKYO M0 141-0001 (City) (State) (Zip)

Explanation of Responses:

1. On July 29, 2024, Koito Manufacturing Co., Ltd. ("Koito") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cepton, Inc. (the "Issuer") and Project Camaro Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Project Camaro Holdings, LLC ("Holdco") and an indirectly controlled subsidiary of Koito. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer on January 7, 2025, with the Issuer continuing as surviving corporation (the "Merger").

2. Due to a 1000 character limit, Footnote 2 is a continuation of Footnote 1: On July 29, 2024, Koito and Holdco entered into a rollover agreement (the "Rollover Agreement") with each of Dr. Jun Pei, Dr. Mark McCord and Dr. Yupeng Cui (collectively, the "Rollover Participants"), pursuant to which the Rollover Participants contributed, immediately prior to the effective time (the "Effective Time") of the Merger, 2,284,245 shares of common stock of the Issuer (the "Common Stock") to Holdco in exchange for an equivalent number of units of Holdco, based on a valuation of $3.17 of each share of Common Stock. In addition, Holdco acquired 10 shares of Common Stock into which all of the issued and outstanding capital stock of Merger Sub was converted at the Effective Time. Immediately prior to the Effective Time, Koito also contributed all 1,962,474 shares of Common Stock held by it to Holdco.

	KOITO MANUFACTURING CO., LTD. /s/ Hideharu Konagaya, Executive Vice President	01/07/2025
	PROJECT CAMARO HOLDINGS, LLC By: KOITO MANUFACTURING CO., LTD., its managing member, /s/ Hideharu Konagaya, Executive Vice President	01/07/2025
	** Signature of Reporting Person	Date
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