Sec Form 13D Filing - GSAM Holdings LLC filing for Mirion Technologies Inc. (MIR) - 2022-10-19

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(Amendment No. 1)* 

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1	NAMES OF REPORTING PERSONS
	GSAH II PIPE Investors Employee LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (See Item 3)
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
			15,474,983 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,474,983 (1)
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)
	7.7% (1)(2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(1)	Reflects 15,474,983 shares of Class A Common Stock.  See Item 5.
(2)	Based on 200,068,598 shares of Class A Common Stock outstanding as of July 22, 2022, as reflected in the Form 10-Q filed by the Issuer with the SEC on July 29, 2022

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EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) amends the initial Schedule 13D (the “Initial Filing”) filed jointly by GS Sponsor II LLC (the “Sponsor”), GSAH II PIPE Investors Employee LP (“GSAH II PIPE Investors”), and GSAM Holdings LLC (“Holdings”), on November 1, 2021, and 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”). Sponsor, GSAH II PIPE Investors and Holdings are collectively referred to herein as the “Reporting Persons.” Disclosure items set forth in the Initial Filing shall remain in effect, except to the extent expressly amended or superseded by this Amendment (the Initial Filing as amended hereby, the “Schedule 13D”). All capitalized terms used and not expressly defined in this Amendment have the respective meanings ascribed to such terms in the Initial Filing.

Item 4 is hereby amended by the addition of the following:

As previously disclosed, limited partners in each of the PIPE Participation LLCs have the right to request that the applicable PIPE Participation LLC use its reasonable efforts to sell a portion of the shares of Class A Common Stock held by it. From time to time, at the request of certain of such limited partners and for their respective benefit, each of the PIPE Participation LLCs has sold shares of Class A Common Stock. Further, following the date on which the limited partners in the PIPE Participation LLCs may rely on Rule 144 (“Rule 144”) promulgated pursuant to the Securities Act of 1933 Act to sell shares of Class A Common Stock acquired by the PIPE Participation LLCs in connection with the PIPE Investment, each PIPE Participation LLC may, in the sole discretion of its respective general partner, distribute, in-kind, any shares of Class A Common Stock that have not been sold.

Item 5 is hereby amended and restated as follows:

(a) and (b)