Mirion Technologies, Inc. — Director's Dealing 2021

Oct 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mirion Technologies, Inc. (GSAH)
CIK: 0001809987
Period of Report: 2021-10-20

Reporting Person: GSAM Holdings LLC (N/A)
Reporting Person: GS Sponsor II LLC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-20	Class A Common Stock	M	16025000	—	Acquired	16025000	Indirect
2021-10-20	Class A Common Stock	M	2725000	—	Acquired	2725000	Indirect
2021-10-20	Class A Common Stock	A	19500000	$10	Acquired	19500000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-20	Class B Common Stock	$	J	1400000	Disposed		Class A Common Stock (1400000)	Indirect
2021-10-20	Class B Common Stock	$	M	16025000	Disposed		Class A Common Stock (16025000)	Indirect
2021-10-20	Class B Common Stock	$	M	2725000	Disposed		Class A Common Stock (2725000)	Indirect
2021-10-20	Warrants to Purchase Class A Common Stock	$11.5	A	8500000	Acquired		Class A Common Stock (8500000)	Indirect

Footnotes

F1: Pursuant to their terms, shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of GS Acquisition Holdings Corp II (the "Issuer") automatically convert into shares of Class A common stock ("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. The Issuer's initial business combination took place on October 20, 2021.

F2: These securities are directly held by GS Sponsor II LLC (the "Sponsor").

F3: GSAM Holdings LLC is the managing member of the Sponsor. A subsidiary of GSAM Holdings LLC serves as the manager of each of GS Acquisition Holdings II Employee Participation LLC and GS Acquisition Holdings II Employee Participation 2 LLC (the "Employee Participation Vehicles") and as the general partner of each of GSAH II PIPE Investors Employee LP and NRD PIPE Investors LP (the "PIPE Participation Vehicles," and together with the Employee Participation Vehicles, the "Participation Vehicles"). 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 Participation Vehicles, but disclaims beneficial ownership of any such shares except to the extent of its pecuniary interest therein.

F4: These securities are directly held by the Employee Participation Vehicles.

F5: These securities are directly held by the PIPE Participation Vehicles.

F6: GSAM Holdings caused the Sponsor to contribute these shares of Class B Common Stock to GS Acquisition Holdings II Employee Participation 2 LLC for no value. Certain employees of affiliates of Goldman Sachs & Co. LLC hold and may in the future be awarded certain contingent interests in the securities held by the Employee Participation Vehicles.

F7: In connection with the completion of the Issuer's initial public offering, the 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 may be exercised (including by cash settlement) 30 days following such date.