Form 4 for MIR Mirion Technologies, Inc.
Accepted 2021-10-22 00:00:00 ET · period of report 2021-10-20 · accession 0000895345-21-000912 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-10-22 | 2021-10-20 | MIR | GS Sponsor II LLC | 10% | M - OptEx | $0.00 | +18.75M | 16.02M | New | $0 |
| DI | 2021-10-22 | 2021-10-20 | MIR | GS Sponsor II LLC | 10% | A - Grant | $10.00 | +19.50M | 19.50M | New | +$195.00M |
| DI | 2021-10-22 | 2021-10-20 | MIR | GS Sponsor II LLC | 10% | A - Grant | — | +8.50M | 8.50M | New | — |
| DMI | 2021-10-22 | 2021-10-20 | MIR | GS Sponsor II LLC | 10% | M - OptEx | — | -18.75M | 0 | -100% | — |
| DI | 2021-10-22 | 2021-10-20 | MIR | GS Sponsor II LLC | 10% | J - Other | — | -1.40M | 16.02M | -8% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-10-20 | M | A | 2,725,000 | $0.00 | 2,725,000 | I See Footnotes. | — | — | (F1) Pursuant to their terms, shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of GS Acquisition Holdings Corp II (the "Issuer") automatically convert into shares of Class A common stock ("Class A Common Stock"), par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. The Issuer's initial business combination took place on October 20, 2021. (F3) GSAM Holdings LLC is the managing member of the Sponsor. A subsidiary of GSAM Holdings LLC serves as the manager of each of GS Acquisition Holdings II Employee Participation LLC and GS Acquisition Holdings II Employee Participation 2 LLC (the "Employee Participation Vehicles") and as the general partner of each of GSAH II PIPE Investors Employee LP and NRD PIPE Investors LP (the "PIPE Participation Vehicles," and together with the Employee Participation Vehicles, the "Participation Vehicles"). GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor and the Participation Vehicles, but disclaims beneficial ownership of any such shares except to the extent of its pecuniary interest therein. (F4) These securities are directly held by the Employee Participation Vehicles. |
| 2 | Common | Class A Common Stock | 2021-10-20 | M | A | 16,025,000 | $0.00 | 16,025,000 | I See Footnotes. | — | — | (F1) Pursuant to their terms, shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of GS Acquisition Holdings Corp II (the "Issuer") automatically convert into shares of Class A common stock ("Class A Common Stock"), par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. The Issuer's initial business combination took place on October 20, 2021. (F3) GSAM Holdings LLC is the managing member of the Sponsor. A subsidiary of GSAM Holdings LLC serves as the manager of each of GS Acquisition Holdings II Employee Participation LLC and GS Acquisition Holdings II Employee Participation 2 LLC (the "Employee Participation Vehicles") and as the general partner of each of GSAH II PIPE Investors Employee LP and NRD PIPE Investors LP (the "PIPE Participation Vehicles," and together with the Employee Participation Vehicles, the "Participation Vehicles"). GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor and the Participation Vehicles, but disclaims beneficial ownership of any such shares except to the extent of its pecuniary interest therein. (F2) These securities are directly held by GS Sponsor II LLC (the "Sponsor"). |
| 3 | Common | Class A Common Stock | 2021-10-20 | A | A | 19,500,000 | $10.00 | 19,500,000 | I See Footnotes. | — | — | (F3) GSAM Holdings LLC is the managing member of the Sponsor. A subsidiary of GSAM Holdings LLC serves as the manager of each of GS Acquisition Holdings II Employee Participation LLC and GS Acquisition Holdings II Employee Participation 2 LLC (the "Employee Participation Vehicles") and as the general partner of each of GSAH II PIPE Investors Employee LP and NRD PIPE Investors LP (the "PIPE Participation Vehicles," and together with the Employee Participation Vehicles, the "Participation Vehicles"). GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor and the Participation Vehicles, but disclaims beneficial ownership of any such shares except to the extent of its pecuniary interest therein. (F5) These securities are directly held by the PIPE Participation Vehicles. |
| 4 | Derivative | Warrants to Purchase Class A Common Stock | 2021-10-20 | A | A | 8,500,000 | — | 8,500,000 | I See Footnotes. | $11.50 · — to — | 8,500,000 Class A Common Stock | (F7) In connection with the completion of the Issuer's initial public offering, the Sponsor purchased an aggregate of 8,500,000 private placement warrants, each exercisable to purchase (subject, initially, to the satisfaction of certain material conditions) one share of the Issuer's Class A Common Stock for $11.50 per share. Certain material conditions to the exercisability of these warrants were satisfied upon the occurrence of the Issuer's initial business combination and these warrants may be exercised (including by cash settlement) 30 days following such date. (F3) GSAM Holdings LLC is the managing member of the Sponsor. A subsidiary of GSAM Holdings LLC serves as the manager of each of GS Acquisition Holdings II Employee Participation LLC and GS Acquisition Holdings II Employee Participation 2 LLC (the "Employee Participation Vehicles") and as the general partner of each of GSAH II PIPE Investors Employee LP and NRD PIPE Investors LP (the "PIPE Participation Vehicles," and together with the Employee Participation Vehicles, the "Participation Vehicles"). GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor and the Participation Vehicles, but disclaims beneficial ownership of any such shares except to the extent of its pecuniary interest therein. (F2) These securities are directly held by GS Sponsor II LLC (the "Sponsor"). |
| 5 | Derivative | Class B Common Stock | 2021-10-20 | M | D | 2,725,000 | — | 0 | I See Footnotes. | — · — to — | 2,725,000 Class A Common Stock | (F3) GSAM Holdings LLC is the managing member of the Sponsor. A subsidiary of GSAM Holdings LLC serves as the manager of each of GS Acquisition Holdings II Employee Participation LLC and GS Acquisition Holdings II Employee Participation 2 LLC (the "Employee Participation Vehicles") and as the general partner of each of GSAH II PIPE Investors Employee LP and NRD PIPE Investors LP (the "PIPE Participation Vehicles," and together with the Employee Participation Vehicles, the "Participation Vehicles"). GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor and the Participation Vehicles, but disclaims beneficial ownership of any such shares except to the extent of its pecuniary interest therein. (F4) These securities are directly held by the Employee Participation Vehicles. |
| 6 | Derivative | Class B Common Stock | 2021-10-20 | J | D | 1,400,000 | — | 16,025,000 | I See Footnotes. | — · — to — | 1,400,000 Class A Common Stock | (F6) GSAM Holdings caused the Sponsor to contribute these shares of Class B Common Stock to GS Acquisition Holdings II Employee Participation 2 LLC for no value. Certain employees of affiliates of Goldman Sachs & Co. LLC hold and may in the future be awarded certain contingent interests in the securities held by the Employee Participation Vehicles. (F3) GSAM Holdings LLC is the managing member of the Sponsor. A subsidiary of GSAM Holdings LLC serves as the manager of each of GS Acquisition Holdings II Employee Participation LLC and GS Acquisition Holdings II Employee Participation 2 LLC (the "Employee Participation Vehicles") and as the general partner of each of GSAH II PIPE Investors Employee LP and NRD PIPE Investors LP (the "PIPE Participation Vehicles," and together with the Employee Participation Vehicles, the "Participation Vehicles"). GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor and the Participation Vehicles, but disclaims beneficial ownership of any such shares except to the extent of its pecuniary interest therein. (F2) These securities are directly held by GS Sponsor II LLC (the "Sponsor"). |
| 7 | Derivative | Class B Common Stock | 2021-10-20 | M | D | 16,025,000 | — | 0 | I See Footnotes. | — · — to — | 16,025,000 Class A Common Stock | (F3) GSAM Holdings LLC is the managing member of the Sponsor. A subsidiary of GSAM Holdings LLC serves as the manager of each of GS Acquisition Holdings II Employee Participation LLC and GS Acquisition Holdings II Employee Participation 2 LLC (the "Employee Participation Vehicles") and as the general partner of each of GSAH II PIPE Investors Employee LP and NRD PIPE Investors LP (the "PIPE Participation Vehicles," and together with the Employee Participation Vehicles, the "Participation Vehicles"). GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor and the Participation Vehicles, but disclaims beneficial ownership of any such shares except to the extent of its pecuniary interest therein. (F2) These securities are directly held by GS Sponsor II LLC (the "Sponsor"). |