Form 4: Cepton Inc. Chief Operating Officer Liqun Han Disposes of Shares and Options in Merger

Liqun Han, Chief Operating Officer of Cepton Inc., disposed of shares and stock options as part of the company's merger with KOITO MANUFACTURING CO., LTD.

Summary

• Liqun Han, the Chief Operating Officer of Cepton Inc., has reported the disposal of common stock and stock options due to the merger with KOITO MANUFACTURING CO., LTD.
• The merger, effective January 7, 2025, resulted in the cancellation of Cepton's outstanding common stock and the conversion of each share into the right to receive $3.17 in cash.
• Han disposed of 66,200 shares of common stock, 135,743 restricted stock units (RSUs), and 48,984 shares held indirectly through a trust, all at a price of $3.17 per share.
• Additionally, 195,938 stock options with an exercise price of $1 and 48,984 stock options with an exercise price of $9.7 were also cancelled as part of the merger.
• The stock options were cancelled in exchange for a cash payment based on the difference between the merger price of $3.17 and the exercise price of the options, with the $9.7 options receiving no payment as the exercise price exceeded the merger price.

Sentiment

Score: 5

Explanation: The document is neutral, reporting a transaction related to a merger. There is no positive or negative sentiment expressed, it is simply a record of the transaction.

Negatives

• The merger resulted in the cancellation of all outstanding common stock and stock options, effectively ending the public trading of Cepton shares.

Risks

• The merger represents a significant change for Cepton, transitioning from a public company to a subsidiary of KOITO MANUFACTURING CO., LTD.
• Shareholders received a fixed cash payment of $3.17 per share, which may be viewed as a loss if they anticipated a higher valuation for the company.

Future Outlook

The document does not contain any forward-looking statements about the future of the company after the merger.

Industry Context

This merger reflects a trend of consolidation in the lidar technology sector, where companies are seeking strategic partnerships or acquisitions to gain market share and resources.

Comparison to Industry Standards

• Mergers and acquisitions are common in the technology sector, especially for companies in the lidar space, which is still relatively young and competitive.
• The cash payout of $3.17 per share is a common method for mergers, but the value is specific to the agreement between Cepton and KOITO MANUFACTURING CO., LTD.
• Comparable companies in the lidar space have also been involved in mergers or acquisitions, such as Velodyne's merger with Ouster, indicating a trend towards consolidation.

Stakeholder Impact

• Shareholders received $3.17 per share in cash, which may be a positive or negative outcome depending on their expectations.
• Employees may experience changes in their roles and responsibilities as the company integrates with KOITO MANUFACTURING CO., LTD.

Key Dates

Keywords

Merger, Acquisition, Cepton, KOITO MANUFACTURING, Liqun Han, Stock Options, Common Stock, RSUs, SEC Form 4