SC 13D/A 1 ff3703860_13da6-mirion.htm

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

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)* 

Mirion Technologies, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Titles of Class of Securities)
60471A101
(CUSIP Number)

Philip Grovit
GSAM Holdings LLC
200 West Street
New York, NY 10282
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 30, 2024
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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)





1
NAMES OF REPORTING PERSONS
 
 
 
GS Sponsor II LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0
 
 
 
 
8
SHARED VOTING POWER
 
 
 
16,025,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
16,025,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
16,025,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
7.1% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
OO
 
 
 
 

(1)
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 the Exchange Shares.







1
NAMES OF REPORTING PERSONS
 
 
 
The Goldman Sachs Group, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0
 
 
 
 
8
SHARED VOTING POWER
 
 
 
18,750,287
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
18,750,287
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
18,750,287
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
8.3% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
HC-CO
 
 
 
 

(1)
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 the Exchange Shares.







1
NAMES OF REPORTING PERSONS
 
 
 
Goldman Sachs & Co. LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 0
 
 
 
 
8
SHARED VOTING POWER
 
 
 
18,750,287
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
18,750,287
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
18,750,287
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
8.3% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
OO
 
 
 
 

(1)
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 the Exchange Shares.






This Amendment (this “Amendment No. 6”), 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. 6. All capitalized terms used and not expressly defined in this Amendment have the respective meanings ascribed to such terms in the Initial Filing.
 
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5(a), (b) and (c) is hereby amended and restated as follows:

 (a) and (b) 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. 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 16,025,000 shares of Class A Common Stock held by Sponsor, constituting 7.1% 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 18,750,287 shares of Class A Common Stock, constituting 8.3% 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) 16,025,000 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) 287 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 set forth below, 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 (which is amended and restated by this Amendment No. 6), effected any transactions in the Class A Shares in the preceding sixty days.







Open Market Sales of Class A Shares by Sponsor

Date
Net Price per Share
No. of Shares
Proceeds
6/25/2024
 $10.7493
   23,026
 $      247,513.38
6/26/2024
 $10.7759
     6,000
 $        64,655.39
6/27/2024
 $10.6925
   54,198
 $      579,512.21
6/28/2024
 $10.6848
 100,000
 $   1,068,480.21
7/1/2024
 $10.5970
   41,382
 $      438,525.24
7/2/2024
 $10.6492
   56,666
 $      603,447.74
7/3/2024
 $10.7133
   30,940
 $      331,469.53
7/5/2024
 $10.6704
   24,941
 $      266,130.51
7/8/2024
 $10.8604
   41,456
 $      450,228.62
7/9/2024
 $10.8005
   74,223
 $      801,645.43
7/10/2024
 $10.8126
 100,000
 $   1,081,259.85
7/11/2024
 $10.9671
 100,000
 $   1,096,709.42
7/12/2024
 $10.9724
 100,000
 $   1,097,239.41
7/15/2024
 $11.0038
   93,200
 $   1,025,553.53
7/16/2024
 $11.2349
 100,000
 $   1,123,488.68
7/17/2024
 $11.3359
   96,676
 $   1,095,907.92
7/18/2024
 $10.9207
   86,148
 $      940,796.08
7/19/2024
 $10.6443
   38,022
 $      404,717.69
7/22/2024
 $10.8037
   98,100
 $   1,059,842.85
7/23/2024
 $11.0158
 100,000
 $   1,101,579.29
7/24/2024
 $10.7686
   33,683
 $      362,718.74
7/25/2024
 $10.6313
   83,709
 $      889,935.78
7/26/2024
 $10.7602
   62,325
 $      670,629.46
7/29/2024
 $10.6685
   61,300
 $      653,979.20
7/30/2024
 $10.6269
   66,500
 $      706,689.09
7/31/2024
 $10.5341
   95,505
 $   1,006,059.82






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:  August 1, 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 C

The name of each director and executive officer of The Goldman Sachs Group, Inc. as of the date hereof is set forth below.
 
The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.
 
Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India. The present principal occupation or employment of each of the listed persons is set forth below.
Name
 
Present Principal Occupation
 
David M. Solomon
Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.
M. Michele Burns
Former Chairman and Chief Executive Officer, Mercer LLC; Former Chief Financial Officer of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc.
Denis P. Coleman III
Chief Financial Officer of The Goldman Sachs Group, Inc.
Mark A. Flaherty
Former Vice Chairman, Wellington Management Company
Sheara J. Fredman
Chief Accounting Officer of The Goldman Sachs Group, Inc.
Carey Halio
Global Treasurer of The Goldman Sachs Group, Inc.
Kimberley D. Harris
Executive Vice President of Comcast Corporation; General Counsel of NBCUniversal
John B. Hess
Chairman and Chief Executive Officer, Hess Corporation; Chairman and CEO of Hess Midstream, LP
Kevin R. Johnson
Former President and Chief Executive Officer, Starbucks Corporation
Ellen J. Kullman
Executive Chair, Carbon 3D, Inc.
Brian J. Lee
Chief Risk Officer of The Goldman Sachs Group, Inc.
Lakshmi N. Mittal
Executive Chairman of ArcelorMittal S.A.
Thomas K. Montag
Chief Executive Officer of Rubicon Carbon LLC
Peter Oppenheimer
Former Senior Vice President and Chief Financial Officer of Apple, Inc.
John F.W. Rogers
Executive Vice President of The Goldman Sachs Group, Inc.
Kathryn H. Ruemmler
Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc.
Jan E. Tighe
Former Vice Admiral, United States Navy
David A. Viniar
Former Chief Financial Officer of The Goldman Sachs Group, Inc.
John E. Waldron
President and Chief Operating Officer of The Goldman Sachs Group, Inc.