4: Statement of changes in beneficial ownership of securities
Published on November 14, 2024
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Mirion Technologies, Inc. [ MIR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 11/12/2024 | C | 800,000 | A | (1) | 1,555,790 | D | |||
| Class B Common Stock | 1,544,017 | D | ||||||||
| Class B Common Stock | 2,551,371 | I | By Aere Perennius, LLC(2) | |||||||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Sponsor Units | (1) | 11/12/2024 | C | 800,000 | (3) | (3) | Class A Common Stock | 800,000 | (3) | 2,400,000 | D | ||||
| Explanation of Responses: |
| 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. 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. |
| 2. 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. |
| 3. 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. |
| Remarks: |
| /s/ Emmanuelle Lee, attorney-in-fact for Thomas D. Logan | 11/14/2024 | |
| ** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.