Mirion Technologies Inc.

11/06/2024 | Press release | Distributed by Public on 11/06/2024 16:43

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kingsley Lawrence D
2. Issuer Name and Ticker or Trading Symbol
Mirion Technologies, Inc. [MIR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1218 MENLO DRIVE 		3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024
(Street)
ATLANTA, GA 30318 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/04/2024 C 3,150,000 A (1) 3,203,310 D
Class A Common Stock 11/05/2024 G 3,150,000 D $ 0 53,310 D(2)
Class A Common Stock 3,150,000 I By Lawrence D. Kingsley Revocable Trust
Class A Common Stock 150,000 I By Lawrence D. Kingsley 2015 Family Irrevocable Trust(3)
Class A Common Stock 350,000 I By Diane Kingsley Revocable Trust(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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
Sponsor Units (1) 11/04/2024 C 3,150,000 (5) (5) Class A Common Stock 3,150,000 (5) 1,050,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kingsley Lawrence D
1218 MENLO DRIVE
ATLANTA, GA 30318 		X

Signatures

/s/ Emmanuelle Lee, attorney-in-fact for Lawrence Kingsley 11/06/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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. 3,150,000 Sponsor Units satisfied the performance vesting conditions on November 4, 2024 when the volume weighted average price per share of Class A Common Stock of the Issuer met or exceeded $12.00 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 5, 2024.
(2) On November 5, 2024, the Reporting Person transferred 3,150,000 shares of Class A Common Stock of the Issuer to the Lawrence D. Kingsley Revocable Trust for no consideration.
(3) Reflects shares of Class A Common Stock of the Issuer held by the Lawrence D. Kingsley 2015 Family Irrevocable Trust. Members of the Reporting Person's immediate family are beneficial holders of the Lawrence D. Kingsley 2015 Family Irrevocable Trust, and the Reporting Person may be deemed to exercise voting and investment power over such shares of Class A Common Stock. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(4) Reflects shares of Class A Common Stock held by the Diane Kingsley Revocable Trust. Members of the Reporting Person's immediate family are beneficial holders of the Diane Kingsley Revocable Trust, and the Reporting Person may be deemed to exercise voting and investment power over such shares of Class A Common Stock. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(5) 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, 2023. 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 $14.00 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.