GSAM Holdings LLC - Oct 20, 2021 Form 4 Insider Report for Mirion Technologies, Inc. (MIR)

Role
Director, 10%+ Owner
Signature
GS SPONSOR II LLC By: Thomas R. Knott, authorized signatory /s/ Thomas R. Knott
Stock symbol
MIR
Transactions as of
Oct 20, 2021
Transactions value $
$195,000,000
Form type
4
Date filed
10/22/2021, 04:01 PM
Next filing
Dec 12, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MIR Class A Common Stock Options Exercise $0 +16M $0.00 16M Oct 20, 2021 See Footnotes. F1, F2, F3
transaction MIR Class A Common Stock Options Exercise $0 +2.73M $0.00 2.73M Oct 20, 2021 See Footnotes. F1, F3, F4
transaction MIR Class A Common Stock Award $195M +19.5M $10.00 19.5M Oct 20, 2021 See Footnotes. F3, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MIR Class B Common Stock Other -1.4M -8.03% 16M Oct 20, 2021 Class A Common Stock 1.4M See Footnotes. F2, F3, F6
transaction MIR Class B Common Stock Options Exercise -16M -100% 0 Oct 20, 2021 Class A Common Stock 16M See Footnotes. F2, F3
transaction MIR Class B Common Stock Options Exercise -2.73M -100% 0 Oct 20, 2021 Class A Common Stock 2.73M See Footnotes. F3, F4
transaction MIR Warrants to Purchase Class A Common Stock Award +8.5M 8.5M Oct 20, 2021 Class A Common Stock 8.5M $11.50 See Footnotes. F2, F3, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to their terms, shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of GS Acquisition Holdings Corp II (the "Issuer") automatically convert into shares of Class A common stock ("Class A Common Stock"), par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. The Issuer's initial business combination took place on October 20, 2021.
F2 These securities are directly held by GS Sponsor II LLC (the "Sponsor").
F3 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.
F4 These securities are directly held by the Employee Participation Vehicles.
F5 These securities are directly held by the PIPE Participation Vehicles.
F6 GSAM Holdings caused the Sponsor to contribute these shares of Class B Common Stock to GS Acquisition Holdings II Employee Participation 2 LLC for no value. Certain employees of affiliates of Goldman Sachs & Co. LLC hold and may in the future be awarded certain contingent interests in the securities held by the Employee Participation Vehicles.
F7 In connection with the completion of the Issuer's initial public offering, the Sponsor purchased an aggregate of 8,500,000 private placement warrants, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of the Issuer's Class A Common Stock for $11.50 per share. Certain material conditions to the exercisability of these warrants were satisfied upon the occurrence of the Issuer's initial business combination and these warrants may be exercised (including by cash settlement) 30 days following such date.

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.