Thomas D. Logan - Nov 12, 2024 Form 4 Insider Report for Mirion Technologies, Inc. (MIR)

Role: Chief Executive Officer, Director
Signature: /s/ Emmanuelle Lee, attorney-in-fact for Thomas D. Logan
Stock symbol: MIR
Transactions as of: Nov 12, 2024
Transactions value $: $0
Form type: 4
Date filed: 11/14/2024, 05:04 PM
Previous filing: Oct 28, 2024
Next filing: Dec 19, 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		+800K	+105.85%		1.56M	Nov 12, 2024	Direct	F1
holding	MIR	Class B Common Stock						1.54M	Nov 12, 2024	Direct
holding	MIR	Class B Common Stock						2.55M	Nov 12, 2024	By Aere Perennius, LLC	F2

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		-800K	-25%		2.4M	Nov 12, 2024	Class A Common Stock	800K		Direct	F1, F3

* 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. 800,000 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	Reflects shares of Class B common stock of the Issuer which are held of record by Aere Perennius, LLC., a limited liability company which is held by trusts established for the benefit of Mr. Logan's adult children. Mary Logan Martineau, formerly known as Mary Hancock Logan, as Manager has sole voting and dispositive power of the shares of Class B common stock held by Aere Perennius, LLC. Shares of Class B common stock may be exchanged for shares of Class A common stock of the Issuer on a one-for-one basis following a request for redemption by the holder. The Reporting Person disclaims ownership of these shares except to the extent of his pecuniary interest therein.
F3	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.