GS Sponsor II LLC - Jun 4, 2024 Form 4 Insider Report for Mirion Technologies, Inc. (MIR)

Role: 10%+ Owner
Signature: /s/ Philip Grovit, Vice President, GS Sponsor II LLC
Stock symbol: MIR
Transactions as of: Jun 4, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/6/2024, 05:22 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MIR	Class A Common Stock	Other		+1.77M	+11.03%		17.8M	Jun 4, 2024	Direct	F1, F2
holding	MIR	Class A Common Stock						2.73M	Jun 4, 2024	See footnote	F3

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	Warrants to Purchase Class A Common Stock	Other		+8.5M			0	Jun 4, 2024	Class A Common Stock	8.5M	$11.50	Direct	F1, F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

GS Sponsor II LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On June 5, 2024, GS Sponsor II LLC (the "Sponsor") surrendered to Mirion Technologies, Inc. (the "Issuer") warrants to purchase 8,500,000 shares of the Issuer's Class A Common Stock ("Class A Common Stock") in exchange for 1,768,000 shares of Class A Common Stock. As a result of this exchange, the Reporting Persons ceased to be subject to Section 16 of the Securities Exchange Act of 1934.
F2	These securities are or were held by Sponsor. Each of The Goldman Sachs Group, Inc. ("GS Group") and its subsidiary, Goldman, Sachs & Co. LLC ("Goldman Sachs"), may be deemed a beneficial owner of Issuer securities held by Sponsor, but each disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any.
F3	These securities are held by GS Acquisition Holdings II Employee Participation LLC and GS Acquisition Holdings II Employee Participation 2 LLC (the "Employee Participation Vehicles"). Each of GS Group and Goldman Sachs may be deemed a beneficial owner of Issuer securities held by the Employee Participation Vehicles, but each disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any.
F4	In connection with the completion of the Issuer's initial public offering, 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 were exercisable (including by cash settlement) 30 days following such date.