Mirion Technologies, Inc. — Director's Dealing 2020

Jun 30, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GS Acquisition Holdings Corp II (GSAH)
CIK: 0001809987
Period of Report: 2020-06-29

Reporting Person: GSAM Holdings LLC (Director, 10% Owner)
Reporting Person: GS Sponsor II LLC (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B common stock	$		Class A common stock (20125000)		Indirect
Employee Fund Interests	$		Class B common stock (1325000)		Indirect

Footnotes

F1: Shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of GS Acquisition Holdings Corp II (the "Issuer") will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date, as described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-239096).

F2: GS Sponsor II LLC (the "Sponsor") directly owns 18,800,000 shares of Class B Common Stock, including 2,625,000 shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full their option to purchase additional units. GSAM Holdings LLC is the managing member of the Sponsor. GS Acquisition Holdings II Employee Participation LLC (the "Employee Participation Vehicle") is managed by a subsidiary of GSAM Holdings LLC and directly owns 1,325,000 shares of Class B Common Stock. GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor and the Employee Participation Vehicle but disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein.

F3: The Employee Participation Vehicle has issued certain limited liability interests (the "Employee Fund Interests") to certain individuals associated with GSAM Holdings LLC, including certain individuals associated with the Issuer. The Employee Fund Interests entitle the holders thereof to certain economic interests with respect to the Class B Common Stock held by the Employee Participation Vehicle.