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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Freed Michael MIRION TECHNOLOGIES, INC. 1218 MENLO DRIVE ATLANTA, GA 30318 |
Chief Operating Officer |
/s/ Emmanuelle Lee, attorney-in-fact | 10/22/2021 | |
**Signature of Reporting Person | Date |
* | 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) | Pursuant to the Business Combination Agreement, dated June 17, 2021 (as amended on September 3, 2021), by and among GS Acquisition Holdings Corp II ("GSAH"), Mirion Technologies (TopCo), Ltd ("Legacy Mirion") and the other parties thereto (the "Business Combination Agreement"), GSAH established a Delaware corporation, Mirion IntermediateCo, Inc. ("IntermediateCo") as a subsidiary thereof. A newly-formed subsidiary of IntermediateCo merged with and into Legacy Mirion with Legacy Mirion surviving as a wholly-owned subsidiary of IntermediateCo, with GSAH (which changed its name to Mirion Technologies, Inc. (the "Issuer")) thereby becoming the corporate parent of Legacy Mirion. The transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination". |
(2) | Pursuant to the terms of the Business Combination Agreement, the shareholders of Legacy Mirion at the effective time of the Business Combination (the "Effective Time") were entitled to elect to receive, for each Class A ordinary share of Legacy Mirion held by them immediately prior to the Effective Time, a combination of cash and shares of Class B common stock of the Issuer ("Common Stock"), in each case, as specified by the applicable Legacy Mirion shareholder. |
(3) | Reflects shares of Common Stock acquired by the Reporting Person pursuant to the Business Combination Agreement. |