SC 13G/A 1 ea193510-13ga2pei_cepton.htm AMENDMENT NO. 2 TO SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

SCHEDULE 13G

Under the Securities Exchange Act of 1934

CEPTON, INC.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

15673X 200

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 15673X 200

1.	Names of Reporting Persons Jun Pei
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	☐
	(b)	☐
3.	SEC Use Only
4.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 134,963 shares of Common Stock
	6.	Shared Voting Power 2,447,798 shares of Common Stock (1)
	7.	Sole Dispositive Power 134,963 shares of Common Stock
	8.	Shared Dispositive Power 2,447,798 shares of Common Stock (1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,582,761
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 16.3% (2)
12.	Type of Reporting Person (See Instructions) IN

(1)	Includes 2,447,798 shares of Common Stock of which 2,445,426 shares of Common Stock are held by the Pei 2000 Trust, of which the Reporting Person is a trustee and 2,372 shares of Common Stock are held by the Reporting Person’s spouse.

(2)	Based on 15,846,935 shares of Common Stock outstanding as of November 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

Item 1.

(a)

Name of Issuer
Cepton, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices
399 W. Trimble Rd

San Jose, CA 95131

Item 2.

(a)

Name of Person Filing
Jun Pei (the “Reporting Person”)

(b)

Address of Principal Business Office or, if none, Residence
399 W. Trimble Rd

San Jose, CA 95131

(c)

Citizenship

United States

(d)

Title of Class of Securities
Common Stock, par value $0.00001 per share

(e)

CUSIP Number

15673X 200

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned: The Reporting Person may be deemed to beneficially own an aggregate of 2,582,761 shares of Common Stock. Such aggregate share amount consists of: (i) 134,963 shares of Common Stock held directly by the Reporting Person; (ii) 2,445,426 shares of Common Stock held directly by the Pei 2000 Trust, of which the Reporting Person is a trustee; and (iii) 2,372 shares of Common Stock held by the Reporting Person’s spouse.
(b)	Percent of class: See Item 11 of the Cover page.
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote See Item 5 of the Cover Page.
	(ii)	Shared power to vote or to direct the vote See Item 6 of the Cover Page.
	(iii)	Sole power to dispose or to direct the disposition of See Item 7 of the Cover Page.
	(iv)	Shared power to dispose or to direct the disposition of See Item 8 of the Cover Page.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

Not applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2024	/s/ Jun Pei
	Jun Pei

SEC Form SC 13G/A filed by Cepton Inc. (Amendment)