Sec Form 4 Filing - GS Sponsor II LLC @ Mirion Technologies, Inc. - 2024-06-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
GS Sponsor II LLC
2. Issuer Name and Ticker or Trading Symbol
Mirion Technologies, Inc. [ MIR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
251 LITTLE FALLS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
06/04/2024
(Street)
WILMINGTON, DE19808
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 06/04/2024 J( 1 ) 1,768,000 A 17,793,000 D ( 2 )
Class A Common Stock 2,725,000 I See footnote ( 3 )
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
Warrants to Purchase Class A Common Stock $ 11.5 06/04/2024 J( 1 ) 8,500,000 ( 4 ) ( 4 ) Class A Common Stock 8,500,000 ( 1 ) 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GS Sponsor II LLC
251 LITTLE FALLS DRIVE
WILMINGTON, DE19808
X
GOLDMAN SACHS & CO. LLC
200 WEST STREET
NEW YORK, NY10282
X
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK, NY10282
X
Signatures
/s/ Philip Grovit, Vice President, GS Sponsor II LLC 06/06/2024
Signature of Reporting Person Date
/s/ Crystal Orgill, Attorney-in-Fact, Goldman, Sachs & Co. LLC 06/06/2024
Signature of Reporting Person Date
/s/ Crystal Orgill, Attorney-in-Fact, The Goldman Sachs Group, Inc. 06/06/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 5, 2024, GS Sponsor II LLC (the "Sponsor") surrendered to Mirion Technologies, Inc. (the "Issuer") warrants to purchase 8,500,000 shares of the Issuer's Class A Common Stock ("Class A Common Stock") in exchange for 1,768,000 shares of Class A Common Stock. As a result of this exchange, the Reporting Persons ceased to be subject to Section 16 of the Securities Exchange Act of 1934.
( 2 )These securities are or were held by Sponsor. Each of The Goldman Sachs Group, Inc. ("GS Group") and its subsidiary, Goldman, Sachs & Co. LLC ("Goldman Sachs"), may be deemed a beneficial owner of Issuer securities held by Sponsor, but each disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any.
( 3 )These securities are held by GS Acquisition Holdings II Employee Participation LLC and GS Acquisition Holdings II Employee Participation 2 LLC (the "Employee Participation Vehicles"). Each of GS Group and Goldman Sachs may be deemed a beneficial owner of Issuer securities held by the Employee Participation Vehicles, but each disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any.
( 4 )In connection with the completion of the Issuer's initial public offering, Sponsor purchased an aggregate of 8,500,000 private placement warrants, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of the Issuer's Class A Common Stock for $11.50 per share. Certain material conditions to the exercisability of these warrants were satisfied upon the occurrence of the Issuer's initial business combination and these warrants were exercisable (including by cash settlement) 30 days following such date.

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