Form 3 Credo Technology Group For: Jan 26 Filed by: TAN LIP BU

January 26, 2022 8:56 PM EST

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
TAN LIP BU

(Last) (First) (Middle)
1600 TECHNOLOGY DRIVE

(Street)
SAN JOSE CA 95110

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2022
3. Issuer Name and Ticker or Trading Symbol
Credo Technology Group Holding Ltd [ CRDO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 1,500,000
I
Celesta Capital II, L.P. (1)
Ordinary Shares 1,500,000
I
China Walden Venture Investments II, L.P. (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Shares   (3)   (3) Ordinary Shares 1,500,000 (3) (3) I Celesta Capital II, L.P. (1)
Series A Convertible Preferred Shares   (3)   (3) Ordinary Shares 1,500,000 (3) (3) I China Walden Venture Investments II, L.P. (2)
Series B Convertible Preferred Shares   (3)   (3) Ordinary Shares 2,386,846 (3) (3) I Celesta Capital II, L.P. (1)
Series B Convertible Preferred Shares   (3)   (3) Ordinary Shares 1,193,423 (3) (3) I China Walden Venture Investments II, L.P. (2)
Series D Convertible Preferred Shares   (3)   (3) Ordinary Shares 160,220 (3) (3) I A&E Investment LLC (4)
Series D Convertible Preferred Shares   (3)   (3) Ordinary Shares 200,276 (3) (3) I Celesta Capital II, L.P. (1)
Series D Convertible Preferred Shares   (3)   (3) Ordinary Shares 1,542,127 (3) (3) I Celesta Capital III, L.P. (5)
Series D+ Convertible Preferred Shares   (3)   (3) Ordinary Shares 93,516 (3) (3) I A&E Investment LLC (4)
Series D+ Convertible Preferred Shares   (3)   (3) Ordinary Shares 324,405 (3) (3) I Celesta Capital II, L.P. (1)
Series D+ Convertible Preferred Shares   (3)   (3) Ordinary Shares 658,236 (3) (3) I Celesta Capital III, L.P. (5)
Series D+ Convertible Preferred Shares   (3)   (3) Ordinary Shares 500,658 (3) (3) I China Walden Venture Investments II, L.P. (2)
Explanation of Responses:
1. The Reporting Person is the Managing Director of Celesta Capital GP II, Ltd., which is the general partner of Celesta Capital II, L.P. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein.
2. The Reporting Person is the Managing Director of China Walden Venture Investment II G.P., Ltd., which is the general partner of China Walden Venture Investments II, L.P. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein.
3. Each Series A Convertible Preferred Share, Series B Convertible Preferred Share, Series D Convertible Preferred Share and Series D+ Convertible Preferred Share (collectively, the "Preferred Shares") is convertible into Ordinary Shares of the Issuer on a one-for-one basis and has no expiration date. Effective immediately prior to the closing of the Issuer's initial public offering, each Preferred Share will automatically convert into one Ordinary Share.
4. The Reporting Person is the Manager of A&E Investment LLC, an entity owned by the Reporting Person's family trust for which the Reporting Person is a joint trustee.
5. The Reporting Person is the Managing Director of Celesta Capital GP III, LLC, which is the general partner of Celesta Capital III, L.P. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Adam Thorngate-Gottlund, attorney-in-fact 01/26/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

 Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Adam Thorngate-Gottlund as the undersigned’s true and lawful attorneys-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder of Mirion Technologies, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Exchange Act;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of November, 2021.

 

Signature: /s/ Lip-Bu Tan
Name: Lip-Bu Tan

 



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