Brian Schopfer - 12 Nov 2024 Form 4 Insider Report for Mirion Technologies, Inc. (MIR)

Role: Chief Financial Officer
Signature: /s/ Emmanuelle Lee, attorney-in-fact for Brian Schopfer
Issuer symbol: MIR
Transactions as of: 12 Nov 2024
Net transactions value: $0
Form type: 4
Filing time: 14 Nov 2024, 17:03:51 UTC
Previous filing: 03 Apr 2024
Next filing: 19 Dec 2024
SEC: View on sec.gov

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		+175,000	+89%		371,333	12 Nov 2024	Direct	F1
holding	MIR	Class B Common Stock						649,935	12 Nov 2024	Direct

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		-175,000	-25%		525,000	12 Nov 2024	Class A Common Stock	175,000		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"). The Sponsor Units held by the Reporting Person are subject to both service- and performance-vesting conditions. 175,000 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.
F2	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.

Content

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. 175,000 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.

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.