Form 4 Mirion Technologies, For: Oct 20 Filed by: Schopfer Brian

October 22, 2021 8:35 PM EDT

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Schopfer Brian

(Last)

(First)

(Middle)

MIRION TECHNOLOGIES, INC.

1218 MENLO DRIVE

(Street)

ATLANTA

30318

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mirion Technologies, Inc. [ MIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/20/2021		A⁽¹⁾⁽²⁾⁽³⁾		740,845	A	⁽¹⁾ ⁽²⁾	740,845	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Pursuant to the Business Combination Agreement, dated June 17, 2021 (as amended on September 3, 2021), by and among GS Acquisition Holdings Corp II ("GSAH"), Mirion Technologies (TopCo), Ltd ("Legacy Mirion") and the other parties thereto (the "Business Combination Agreement"), GSAH established a Delaware corporation, Mirion IntermediateCo, Inc. ("IntermediateCo") as a subsidiary thereof. A newly-formed subsidiary of IntermediateCo merged with and into Legacy Mirion with Legacy Mirion surviving as a wholly-owned subsidiary of IntermediateCo, with GSAH (which changed its name to Mirion Technologies, Inc. (the "Issuer")) thereby becoming the corporate parent of Legacy Mirion. The transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination".

2. Pursuant to the terms of the Business Combination Agreement, the shareholders of Legacy Mirion at the effective time of the Business Combination (the "Effective Time") were entitled to elect to receive, for each Class A ordinary share of Legacy Mirion held by them immediately prior to the Effective Time, a combination of cash and shares of Class B common stock of the Issuer ("Common Stock"), in each case, as specified by the applicable Legacy Mirion shareholder.

3. Reflects shares of Common Stock acquired by the Reporting Person pursuant to the Business Combination Agreement.

	/s/ Emmanuelle Lee, attorney-in-fact	10/22/2021
	** 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.

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