Sec Form 3 Filing - Kingsley Lawrence D @ Mirion Technologies, Inc. - 2021-10-20

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Kingsley Lawrence D
2. Issuer Name and Ticker or Trading Symbol
Mirion Technologies, Inc. [ MIR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1218 MENLO DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/20/2021
(Street)
ATLANTA, GA30318
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Sponsor Units ( 1 ) ( 2 ) ( 2 ) ( 2 ) Common Stock 4,200,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kingsley Lawrence D
1218 MENLO DRIVE
ATLANTA, GA30318
X
Signatures
/s/ Emmanuelle Lee, attorney-in-fact 10/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sponsor Units represent membership interests in GS Sponsor II, LLC, a Delaware limited liability company ("Sponsor"), which are intended to be treated as profits interests for U.S. income tax purposes and derive value based on the appreciation in the value of shares of Class A Common Stock of the Issuer ("Common Stock") that are held by Sponsor.
( 2 )Sponsor Units are subject to both service- and performance-vesting conditions. Sponsor Units will service-vest ratably on each of October 20, 2022 and October 20, 2023, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. Additionally, 75% and 25% of the Sponsor Units will performance-vest on the first trading day following October 20, 2021 for which the volume weighted average price of shares of Common Stock is $12 or $14, respectively, for at least 20 of 30 consecutive trading days, provided that such date, in each case, 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.

Remarks:
Exhibit 24 POA.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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