Mirion Technologies, Inc. — Director's Dealing 2024

Nov 14, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mirion Technologies, Inc. (MIR)
CIK: 0001809987
Period of Report: 2024-11-12

Reporting Person: Logan Thomas D (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-12	Class A Common Stock	C	800000	—	Acquired	1555790	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-11-12	Sponsor Units	$	C	800000	Disposed		Class A Common Stock (800000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	1544017	Direct
Class B Common Stock	2551371	Indirect

Footnotes

F1: Sponsor Units represent membership interests in GS Sponsor II, LLC, a Delaware limited liability company ("Sponsor"). The Sponsor Units held by the Reporting Person are subject to both service- and performance-vesting conditions. 800,000 Sponsor Units satisfied the performance vesting conditions on November 12, 2024 when the volume weighted average price per share of Class A Common Stock of the Issuer met or exceeded $14.00 for at least 20 trading days in a 30 consecutive trading day period; the service vesting condition was previously satisfied. The Sponsor, of which the Reporting Person is a non-managing member, completed a pro rata distribution of Class A Common Stock to holders of Sponsor Units, including the Reporting Person, on November 13, 2024.

F2: Reflects shares of Class B common stock of the Issuer which are held of record by Aere Perennius, LLC., a limited liability company which is held by trusts established for the benefit of Mr. Logan's adult children. Mary Logan Martineau, formerly known as Mary Hancock Logan, as Manager has sole voting and dispositive power of the shares of Class B common stock held by Aere Perennius, LLC. Shares of Class B common stock may be exchanged for shares of Class A common stock of the Issuer on a one-for-one basis following a request for redemption by the holder. The Reporting Person disclaims ownership of these shares except to the extent of his pecuniary interest therein.

F3: The remaining Sponsor Units held by the Reporting Person are subject to both service- and performance-vesting conditions. The remaining Sponsor Units service-vested on October 20, 2024. The remaining Sponsor Units will performance-vest when the volume weighted average price per share of Class A Common Stock of the Issuer meets or exceeds $16.00 for at least 20 trading days in a 30 consecutive trading day period, provided that such date occurs on or before October 20, 2026. The Reporting Person is not entitled to distributions in respect of Sponsor Units until all applicable vesting conditions are satisfied.