0001274173-22-000090.txt : 20221222
0001274173-22-000090.hdr.sgml : 20221222
20221221184220
ACCESSION NUMBER: 0001274173-22-000090
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20221222
DATE AS OF CHANGE: 20221221
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Mirion Technologies, Inc.
CENTRAL INDEX KEY: 0001809987
STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829]
IRS NUMBER: 830974996
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-91556
FILM NUMBER: 221479432
BUSINESS ADDRESS:
STREET 1: 1218 MENLO DRIVE
CITY: ATLANTA
STATE: GA
ZIP: 30318
BUSINESS PHONE: (770) 432-2744
MAIL ADDRESS:
STREET 1: 1218 MENLO DRIVE
CITY: ATLANTA
STATE: GA
ZIP: 30318
FORMER COMPANY:
FORMER CONFORMED NAME: GS Acquisition Holdings Corp II
DATE OF NAME CHANGE: 20200417
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: JANUS HENDERSON GROUP PLC
CENTRAL INDEX KEY: 0001274173
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
IRS NUMBER: 000000000
STATE OF INCORPORATION: Y9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 201 BISHOPSGATE
CITY: LONDON
STATE: X0
ZIP: EC2M 3AE
BUSINESS PHONE: 442078181818
MAIL ADDRESS:
STREET 1: 201 BISHOPSGATE
CITY: LONDON
STATE: X0
ZIP: EC2M 3AE
FORMER COMPANY:
FORMER CONFORMED NAME: HENDERSON GROUP PLC
DATE OF NAME CHANGE: 20050511
FORMER COMPANY:
FORMER CONFORMED NAME: HHG PLC
DATE OF NAME CHANGE: 20031223
SC 13G
1
mir12202022.txt
JHG PLC OWNS 6%
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 0*
Name of Issuer: Mirion Technologies, Inc.
Title of Class of Securities: Class A Common Stock
CUSIP Number: 60471A101
Date of Event Which Requires Filing of this Statement: 12/31/2021
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No.: 60471A101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Henderson Group plc
EIN #00-0000000
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. ___
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0**
6. SHARED VOTING POWER
11,892,034**
7. SOLE DISPOSITIVE POWER
0**
8. SHARED DISPOSITIVE POWER
11,892,034**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,034**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%**
12. TYPE OF REPORTING PERSON
IA, HC
** See Item 4 of this filing
CUSIP No.: 60471A101
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Henderson Triton Fund
01-0825912
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. ___
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0**
6. SHARED VOTING POWER
10,664,478**
7. SOLE DISPOSITIVE POWER
0**
8. SHARED DISPOSITIVE POWER
10,664,478**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,664,478**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%**
12. TYPE OF REPORTING PERSON
IV
** See Item 4 of this filing
Item 1.
(a). Name of Issuer: Mirion Technologies, Inc.("Mirion")
(b). Address of Issuer's Principal Executive Offices:
1218 Menlo Drive
Atlanta, Georgia 30318
Item 2.
(a).-(c). Name, Principal Business Address, and Citizenship of
Persons Filing:
(1) Janus Henderson Group plc
201 Bishopsgate
EC2M 3AE, United Kingdom
Citizenship: Jersey, Channel Islands
(2) Janus Henderson Triton Fund
151 Detroit Street
Denver, Colorado 80206
Citizenship: Massachusetts
(d). Title of Class of Securities: Class A Common Stock
(e). CUSIP Number: 60471A101
Item 3.
This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the
person filing, Janus Henderson Group plc ("Janus Henderson"), is a
parent holding company/control person in accordance with Section
240.13d-1(b)(ii)(G). See Item 4 for additional information.
Janus Henderson Triton Fund is an Investment Company registered under
Section 8 of the Investment Company Act of 1940.
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover page(s) on
Schedule 13G is hereby incorporated by reference.
Janus Henderson has a 100% ownership stake in Janus Henderson Investors
U.S. LLC ("JHIUS"), Janus Henderson Investors UK Limited ("JHIUKL") and
Janus Henderson Investors Australia Institutional Funds Management
Limited ("JHIAIFML"), (each an "Asset Manager" and collectively as the
"Asset Managers"). Due to the above ownership structure, holdings for
the Asset Managers are aggregated for purposes of this filing. Each
Asset Manager is an investment adviser registered or authorized in its
relevant jurisdiction and each furnishing investment advice to various
fund, individual and/or institutional clients (collectively referred to
herein as "Managed Portfolios").
Janus Henderson Triton Fund is an investment company registered under
the Investment Company Act of 1940 and is one of the Managed Portfolios
to which JHIUS provides investment advice.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
The Managed Portfolios, set forth in Item 4 above, have the right to
receive all dividends from, and the proceeds from the sale of, the
securities held in their respective accounts.
The interest of one person, Janus Henderson Triton Fund, an investment
company registered under the Investment Company Act of 1940, in Mirion
Class A Common Stock amounted to 10,664,478 shares or 5.3% of the total
outstanding Class A Common Stock.
These shares were acquired in the ordinary course of business, and not
with the purpose of changing or influencing control of the Issuer.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
JHIUS, JHIUKL and JHIAIFML are indirect subsidiaries of Janus Henderson
and are registered investment advisers furnishing investment advice to
Managed Portfolios.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURES
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.
JANUS HENDERSON GROUP PLC
By /s/ Kristin Mariani
Kristin Mariani, Head of North America Compliance, CCO
Date 12/21/2022
JANUS HENDERSON TRITON FUND
By /s/ Kristin Mariani
Kristin Mariani, Head of North America Compliance, CCO
Date 12/21/2022
Name/Title Attorney-In-Fact
The original statement shall be signed by each person on whose behalf
the statement is filed or his or her authorized representative. If the
statement is signed on behalf of a person by his or her authorized
representative other than an executive officer or general partner of
the filing person, evidence of the representative's authority to sign
on behalf of such person shall be filed with the statement (see Exhibit
A), provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his or her signature.
EXHIBIT A
POWER OF ATTORNEY
The undersigned, Janus Henderson Group plc ("the Company"), does hereby
make, constitute and appoint each of Kristin Mariani and Caroline
Barotti acting severally, as its true and lawful attorneys in-fact, for
the purpose of, from time to time, executing in its name and on its
behalf, whether the Company individually or as representative of
others, any and all documents, certificates, instruments, statements,
other filings and amendments to the foregoing (collectively,
"documents") determined by such person to be necessary or appropriate
to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or
regulatory authority, including, without limitation, Forms 13D, 13F,
13G and 13H and any amendments to any of the foregoing as may be
required to be filed with the Securities and Exchange Commission, and
delivering, furnishing or filing any such documents with the
appropriate governmental, regulatory authority or other person, and
giving and granting to each such attorney-in-fact power
and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one
of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof. Any such determination by an attorney-in-fact named herein
shall be conclusively evidenced by such person's execution, delivery,
furnishing or filing of the applicable document.
This power of attorney shall be valid from the date hereof and shall
remain in full force and effect until either revoked in writing by the
Company, or, in respect of any attorney-in-fact named herein, until
such person ceases to be an employee of the Company or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has caused this power of attorney
to be executed as of this 9th day of December, 2022.
Janus Henderson Group plc
By: /s/ Michelle Rosenberg
Name: Michelle Rosenberg
Title: General Counsel and Company Secretary
EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including amendments
thereto) with respect to the Class A Common Stock of Mirion
Technologies, Inc. and further agree that this Joint Filing Agreement
be included as an Exhibit to such joint filings. In evidence thereof,
the undersigned hereby execute this Agreement as of the 21st day of
December, 2022.
JANUS HENDERSON GROUP PLC
By /s/ Kristin Mariani
Kristin Mariani, Head of North America Compliance, CCO
JANUS HENDERSON TRITON FUND
By /s/ Kristin Mariani
Kristin Mariani, Head of North America Compliance, CCO