EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) amends the initial Schedule 13D (the “Initial Filing”) filed jointly by GS Sponsor II
LLC (the “Sponsor”), GSAH II PIPE Investors Employee LP (“GSAH II PIPE Investors”), and GSAM Holdings LLC (“Holdings”), on November 1, 2021, and 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”). Sponsor, GSAH II PIPE Investors and Holdings are collectively referred to herein as the “Reporting Persons.” Disclosure items set forth in the
Initial Filing shall remain in effect, except to the extent expressly amended or superseded by this Amendment (the Initial Filing as amended hereby, the “Schedule 13D”). All capitalized terms used and not expressly defined in this Amendment
have the respective meanings ascribed to such terms in the Initial Filing.
ITEM 4.
|
PURPOSE OF TRANSACTION
|
Item 4 is hereby amended by the addition of the following:
As previously disclosed, limited partners in each of the PIPE Participation LLCs have the right to request that the applicable PIPE Participation LLC use its reasonable
efforts to sell a portion of the shares of Class A Common Stock held by it. From time to time, at the request of certain of such limited partners and for their respective benefit, each of the PIPE Participation LLCs has sold shares of Class A
Common Stock. Further, following the date on which the limited partners in the PIPE Participation LLCs may rely on Rule 144 (“Rule 144”) promulgated pursuant to the Securities Act of 1933 Act to sell
shares of Class A Common Stock acquired by the PIPE Participation LLCs in connection with the PIPE Investment, each PIPE Participation LLC may, in the sole discretion of its respective general partner, distribute, in-kind, any shares of Class A
Common Stock that have not been sold.
As of the date hereof, Holdings, the parent of the general partners of the PIPE Participation LLCs, expects the PIPE Participation LLCs to, in the
discretion of their general partners, make such in-kind distribution after the Issuer satisfies the conditions necessary to make Rule 144 available, which could be as early as October 25, 2022. Following any such distribution, the limited
partners of each of the PIPE Participation LLCs, may, from time to time, sell any shares of Class A Common Stock that they receive.
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER
|
Item 5 is hereby amended and restated as follows:
The aggregate number and percentage of Class A Common Stock beneficially owned by each Reporting Person is based upon the 200,068,598 shares of
Class A Common Stock outstanding as of July 22, 2022, as reflected in the Form 10-Q filed by the Issuer with SEC on July 29, 2022, together with, where such Reporting Person beneficially owns the private placement warrants, 8,500,000 shares of
Class A Common Stock underlying the private placement warrants.
GSAH II PIPE Investors has the shared power to vote or direct the vote of the 15,474,983 shares of Class A Common Stock of which it is the record owner.
The Sponsor has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of (i) the 16,025,000 shares of Class A Common Stock of which it is the record owner, and (ii) the 8,500,000 shares of Class A Common Stock that it has the right to acquire, within sixty days, upon conversion
of the Private Placement Warrants of which it is the record owner.
Holdings is the managing member of the Sponsor and may be deemed to have beneficial ownership over (i) the shares of Class A Common Stock of
which the Sponsor is the record owner, and (ii) the shares underlying the Private Placement Warrants of which the Sponsor is the record owner. In addition, each of Employee Participation 1 LLC and Employee Participation 2 LLC are managed
by a subsidiary of Holdings and, as a result, Holdings may be deemed to beneficially own (i) the 1,325,000 shares of Class A Common Stock of which Employee Participation 1 LLC is the record owner, and (ii) the 1,400,000 shares of Class A
Common Stock of which Employee Participation 2 LLC is the record owner. A subsidiary of Holdings also serves as the general partner and manager of each of NRD and GSAH II PIPE Investors, so, as a
result, Holdings may be deemed to beneficially own the 16,775,083 shares of Class A Common Stock held of record by the PIPE Participation LLCs (as to which Holdings shares only voting power).
(c) Except for the
ordinary open-market sales of Shares as to which one or more Reporting Persons shared only voting power and not investment power, which sales are set forth in Schedule B, the Reporting Persons have not engaged in any transactions in the
Issuer’s Class A Common Stock since May 20, 2022.
(d) Certain employees of affiliates of Goldman Sachs &
Co. LLC hold and may in the future be awarded certain contingent interests in the Class A Common Stock held by the Employee Participation Vehicles (which may be deemed beneficially owned by Holdings, as described above). Further, the
limited partners in each of the PIPE Participation LLCs are ultimately entitled to amounts payable in respect of the Issuer securities held by those entities and may receive shares of Class A Common Stock in distributions by the PIPE
Participation LLCs, as described in Item 4.
(e) Not applicable.
SIGNATURE
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: October 19, 2022
|
GS SPONSOR II LLC
|
|
|
|
|
|
|
By:
|
/s/ Raanan Agus
|
|
|
|
Name: Raanan Agus |
|
|
|
Title: President
|
|
|
|
|
|