Goldman Sachs Amends Mirion Technologies Stake Filing

TL;DR

GSAM Holdings filed a 13D/A for Mirion Tech - ownership change incoming.

AI Summary

Goldman Sachs Group Inc. (GSAM Holdings LLC) filed an amendment (Amendment No. 5) to its Schedule 13D on June 6, 2024, regarding its holdings in Mirion Technologies, Inc. The filing indicates a change in the beneficial ownership of Mirion Technologies, Inc. common stock, though specific new ownership percentages or dollar amounts are not detailed in this excerpt.

Why It Matters

This filing signals a potential shift in the ownership structure or strategy of Mirion Technologies, Inc., which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate significant shifts in a company's shareholder base, potentially leading to volatility.

Key Numbers

• 20240606 — Filing Date (Date of the Schedule 13D/A amendment)

Key Players & Entities

• Goldman Sachs Group Inc. (company) — Filing entity
• GSAM Holdings LLC (company) — Filing entity
• Mirion Technologies, Inc. (company) — Subject company
• Philip Grovit (person) — Contact person for GSAM Holdings LLC

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securiti

Filing Documents

• ff3469529_13da-mirion.htm (SC 13D/A) — 133KB
• ff3469529_ex998-mirion.htm (EX-99.8) — 38KB
• ff3469529_ex999-mirion.htm (EX-99.9) — 15KB
• 0000895345-24-000216.txt ( ) — 188KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER This Amendment (this "Amendment No. 5"), 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 Sponsor and Goldman Sachs, the "Reporting Persons"). 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Initial Filing shall remain in effect with respect to the Reporting Persons except to the extent expressly amended or superseded by this Amendment No. 5. All capitalized terms used and not expressly defined in this Amendment have the respective meanings ascribed to such terms in the Initial Filing.

SOURCE OF FUNDS

ITEM 3. SOURCE OF FUNDS

is hereby amended by the addition of the following

Item 3 is hereby amended by the addition of the following: On June 4, 2024, Sponsor entered into that certain Exchange Agreement (the "Exchange Agreement") with the Issuer, pursuant to which Sponsor agreed to surrender Private Placement Warrants to purchase 8,500,000 shares of Class A Common Stock in exchange (the "Exchange") for 1,768,000 shares (the "Exchange Shares") of Class A Common Stock, which were issued by the Issuer on the same date. In connection with the Issuer's efforts to release the Exchange Shares from certain restrictive legends and permit the Exchange Shares to be held in an account maintained at Goldman Sachs, Sponsor agreed to refrain from the direct or indirect transfer of the Exchange Shares except as permitted by the terms of that certain Certificate (the "Certificate") delivered by it to the Issuer on June 4, 2024.

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION

is hereby amended by the addition of the following

Item 4 is hereby amended by the addition of the following: The disclosure made above in Item 3 of this Amendment is incorporated herein. Subject to market conditions, the price of, and liquidity for, the Class A Common Stock and other facts and circumstances and compliance with the applicable terms of the Certificate, Sponsor anticipates that it will sell, hedge or otherwise dispose of the Exchange Shares, from time to time in one or more transactions. However, Sponsor may, at any time and from time to time, review or reconsider its plans with respect to the Exchange Shares, subject to the terms of the Certificate.

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

is hereby amended and restated as follows

Item 5 is hereby amended and restated as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D is incorporated by reference into this Item 5. (a) and (b) The percentage beneficial ownership reported herein by each Reporting Person is based on 220,159,325 shares of Class A Common Stock outstanding as of April 26, 2024, as reflected in the Form 10-Q filed by the Issuer with the SEC on May 1, 2024, plus 3,978,418 shares of Class A Common Stock described by the Issuer in a Form 8-K filed by the Issuer with the SEC on May 23, 2024 and 1,768,000 Exchange Shares. Each of the Reporting Persons may be deemed to beneficially own 17,793,000 shares of Class A Common Stock held by Sponsor, constituting 7.9% of the outstanding shares of Class A Common Stock. The Sponsor has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, such shares of Class A Common Stock. Each of Goldman Sachs and GS Group may be deemed to beneficially own 21,588,585 shares of Class A Common Stock, constituting 9.6% 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) 17,793,000 shares of Class A Common Stock held by Sponsor, (ii) 1,325,000 shares of Class A Common Stock of which Employee Participation 1 LLC is the record owner, (iii) 1,400,000 shares of Class A Common Stock of which Employee Participation 2 LLC is the record owner and (iv) 1,070,585 shares of Class A Common Stock borrowed by certain of subsidiaries of GS Group in the ordinary course of business to facilitate the investing activity of their clients. (c) Except as described above in Item 3, 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 C

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

is amended by the addition of the following

Item 6 is amended by the addition of the following: The disclosure set forth in Item 3 regarding the Exchange Agreement and the Certificate is incorporated herein by reference.

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

is amended by the addition of Exhibits 99.8 and 99.9 as follows

Item 7 is amended by the addition of Exhibits 99.8 and 99.9 as follows: Exhibit 99.8 Exchange Agreement, dated as of June 4, 2024, by and among GS Sponsor II LLC and Mirion Technologies, Inc. (filed herewith). Exhibit 99.9 Certificate delivered by GS Sponsor II LLC on June 4, 2024 (filed herewith). 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: June 6, 2024 GS SPONSOR II LLC By: /s/ Philip Grovit Name Philip Grovit Title Vice President THE GOLDMAN SACHS GROUP, INC. By: /s/ Crystal Orgill Name Crystal Orgill Title Attorney-in-Fact GOLDMAN SACHS & CO. LLC By: /s/ Crystal Orgill Name Crystal Orgill Title Attorney-in-Fact SCHEDULE A The name and principal occupation of each director and executive officer of GS Sponsor II LLC as of the date hereof are set forth below. The business address for each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282. All persons listed below are United States citizens. Name Present Principal Occupation Raanan Agus, President Advisory Director of Goldman Sachs & Co. LLC Philip W. Grovit, Vice President Managing Director of Goldman Sachs & Co. LLC SCHEDULE B The name and principal occupation of each member as of the date hereof of the Goldman Sachs Asset and Wealth Management Private Corporate Investment Committee, which exercises the authority of Goldman Sachs & Co. LLC in managing the investment in the Issuer, are set forth below. The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104. The business address of each of Jose Barreto, Michael Bruun, James Reynolds and Michele Titi-Cappelli is Plumtree Court, 25 Shoe Lane, Lond