SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GSAM Holdings LLC
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282
(City) (State) (Zip)
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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 16,025,000 I See Footnotes.(1)(2)
Class A Common Stock 2,725,000 I See Footnotes.(2)(3)
Class A Common Stock 12/08/2022 S 2,700 D $6.0576(5) 0 I See Footnotes.(2)(4)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
GSAM Holdings LLC
(Last) (First) (Middle)
200 WEST STREET
(Street)
NEW YORK NY 10282
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GS Sponsor II LLC
(Last) (First) (Middle)
251 LITTLE FALLS DRIVE
(Street)
WILMINGTON DE 19808
(City) (State) (Zip)
Explanation of Responses:
1. These securities are directly held by GS Sponsor II LLC (the "Sponsor").
2. 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.
3. These securities are directly held by the Employee Participation Vehicles.
4. These securities are directly held by the PIPE Participation Vehicles.
5. This is the volume weighted average of sales prices ranging from $5.98 to $6.20 per share. The reporting persons hereby undertake to provide upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
Remarks:
Jyothsna Natauri, a Partner at The Goldman Sachs Group, Inc., the direct parent of GSAM Holdings LLC and the indirect parent of the Sponsor, serves on the board of directors of the Issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of GSAM Holdings LLC and the Sponsor (together with any other direct or indirect subsidiary of The Goldman Sachs Group, Inc. as applicable) may be deemed a director by deputization with respect to the Issuer on the basis of Ms. Natauri's service on the Issuer's board of directors.
GSAM HOLDINGS LLC By: Mark Wetzel, authorized signatory /s/ Mark Wetzel, Vice President 12/12/2022
GS SPONSOR II LLC By: Mark Wetzel, authorized signatory /s/ Mark Wetzel, Vice President 12/12/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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