Lawrence Kingsley - Nov 4, 2024 Form 4 Insider Report for Mirion Technologies, Inc. (MIR)

Role
Director
Signature
/s/ Emmanuelle Lee, attorney-in-fact for Lawrence Kingsley
Stock symbol
MIR
Transactions as of
Nov 4, 2024
Transactions value $
$0
Form type
4
Date filed
11/6/2024, 05:43 PM
Previous filing
Jul 2, 2024
Next filing
Nov 14, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MIR Class A Common Stock Conversion of derivative security +3.15M +5908.84% 3.2M Nov 4, 2024 Direct F1
transaction MIR Class A Common Stock Gift $0 -3.15M -98.34% $0.00 53.3K Nov 5, 2024 Direct F2
holding MIR Class A Common Stock 3.15M Nov 4, 2024 By Lawrence D. Kingsley Revocable Trust
holding MIR Class A Common Stock 150K Nov 4, 2024 By Lawrence D. Kingsley 2015 Family Irrevocable Trust F3
holding MIR Class A Common Stock 350K Nov 4, 2024 By Diane Kingsley Revocable Trust F4

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 Sponsor Units Conversion of derivative security -3.15M -75% 1.05M Nov 4, 2024 Class A Common Stock 3.15M Direct F1, F5
* 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"). The Sponsor Units held by the Reporting Person are subject to both service- and performance-vesting conditions. 3,150,000 Sponsor Units satisfied the performance vesting conditions on November 4, 2024 when the volume weighted average price per share of Class A Common Stock of the Issuer met or exceeded $12.00 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 5, 2024.
F2 On November 5, 2024, the Reporting Person transferred 3,150,000 shares of Class A Common Stock of the Issuer to the Lawrence D. Kingsley Revocable Trust for no consideration.
F3 Reflects shares of Class A Common Stock of the Issuer held by the Lawrence D. Kingsley 2015 Family Irrevocable Trust. Members of the Reporting Person's immediate family are beneficial holders of the Lawrence D. Kingsley 2015 Family Irrevocable Trust, and the Reporting Person may be deemed to exercise voting and investment power over such shares of Class A Common Stock. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
F4 Reflects shares of Class A Common Stock held by the Diane Kingsley Revocable Trust. Members of the Reporting Person's immediate family are beneficial holders of the Diane Kingsley Revocable Trust, and the Reporting Person may be deemed to exercise voting and investment power over such shares of Class A Common Stock. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
F5 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, 2023. 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 $14.00 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.