Lawrence Kingsley - Oct 20, 2021 Form 3 Insider Report for Mirion Technologies, Inc. (MIR)

Role: Director
Signature: /s/ Emmanuelle Lee, attorney-in-fact
Stock symbol: MIR
Transactions as of: Oct 20, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/22/2021, 08:26 PM
Previous filing: May 14, 2021
Next filing: Jan 3, 2022

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
holding	MIR	Sponsor Units							Oct 20, 2021	Common Stock	4.2M		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Sponsor Units represent membership interests in GS Sponsor II, LLC, a Delaware limited liability company ("Sponsor"), which are intended to be treated as profits interests for U.S. income tax purposes and derive value based on the appreciation in the value of shares of Class A Common Stock of the Issuer ("Common Stock") that are held by Sponsor.
F2	Sponsor Units are subject to both service- and performance-vesting conditions. Sponsor Units will service-vest ratably on each of October 20, 2022 and October 20, 2023, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. Additionally, 75% and 25% of the Sponsor Units will performance-vest on the first trading day following October 20, 2021 for which the volume weighted average price of shares of Common Stock is $12 or $14, respectively, for at least 20 of 30 consecutive trading days, provided that such date, in each case, 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.

Content

Sponsor Units represent membership interests in GS Sponsor II, LLC, a Delaware limited liability company ("Sponsor"), which are intended to be treated as profits interests for U.S. income tax purposes and derive value based on the appreciation in the value of shares of Class A Common Stock of the Issuer ("Common Stock") that are held by Sponsor.

Sponsor Units are subject to both service- and performance-vesting conditions. Sponsor Units will service-vest ratably on each of October 20, 2022 and October 20, 2023, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. Additionally, 75% and 25% of the Sponsor Units will performance-vest on the first trading day following October 20, 2021 for which the volume weighted average price of shares of Common Stock is $12 or $14, respectively, for at least 20 of 30 consecutive trading days, provided that such date, in each case, 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:

Exhibit 24 POA.