Amendment: SEC Form SC 13D/A filed by Mirion Technologies Inc.

UNITED STATES

---

 

---

(Amendment No. 8)*

---

This Amendment (this “Amendment No. 8”), which relates to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Mirion Technologies, Inc., a Delaware corporation (the “Issuer”), further amends the initial Schedule 13D (as amended prior to the date hereof, the “Initial Filing”), of GS Sponsor II LLC (the “Sponsor”), Goldman Sachs & Co. LLC (“Goldman Sachs”) and The Goldman Sachs Group, Inc. (“GS Group” and, together with Goldman Sachs, the “Reporting Persons”). Sponsor previously reported that it had ceased to be a beneficial owner of more than 5% of the outstanding shares of Class A Common Stock. Disclosure items set forth in the Initial Filing shall remain in effect with respect to the Reporting Persons except to the extent expressly amended or superseded by this Amendment No. 8. All capitalized terms used and not expressly defined in this Amendment No. 8 have the respective meanings ascribed to such terms in the Initial Filing.

Item 4 is hereby amended by the addition of the following:

On November 12, 2024, the vesting conditions were satisfied in respect of the second of three tranches of the Founder Shares of Class A Common Stock previously reported in the Initial Filing. In connection with such vesting, Employee Participation 1 LLC expects to distribute 441,666 shares of Class A Common Stock to its members and Employee Participation 2 LLC expects to distribute 549,474 shares of Class A Common Stock to its members, in each case for no consideration. Further upon such vesting, Sponsor expects to distribute 5,258,856 shares of Class A Common Stock to its members for no consideration. Each of Goldman Sachs and GS Group will have ceased to beneficially own such shares of Class A Common Stock upon such distributions, except for 3,233,856 shares of Class A Common Stock to be distributed to Holdings.

 

Item 5(a), (b), (c) is hereby amended and restated as follows:

Each of Goldman Sachs and GS Group may be deemed to beneficially own 12,387,666 shares of Class A Common Stock, constituting 5.5% of the outstanding shares of Class A Common Stock. Each of Goldman Sachs and GS Group may be deemed to have shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, (i) 5,341,655 shares of Class A Common Stock held by Sponsor, (ii) 441,668 shares of Class A Common Stock of which Employee Participation 1 LLC is the record owner, (iii) 466,684 shares of Class A Common Stock of which Employee Participation 2 LLC is the record owner, (iv) 5,871,671 shares of Class A Common Stock held by Holdings and (v) 265,988 shares of Class A Common Stock held by certain subsidiaries of GS Group in the ordinary course of business in order to facilitate the investing activity of their clients.

(c) Except as described in Item 4, including the completion of the distributions described in Item 4 as set forth in Amendment No. 7, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A, Schedule B or Schedule C, effected any transactions in the Class A Common Stock since the date of Amendment No. 7.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2024