0000895345-21-000912.txt : 20211022 0000895345-21-000912.hdr.sgml : 20211022 20211022160107 ACCESSION NUMBER: 0000895345-21-000912 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211020 FILED AS OF DATE: 20211022 DATE AS OF CHANGE: 20211022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSAM Holdings LLC CENTRAL INDEX KEY: 0001736027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39352 FILM NUMBER: 211340525 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: (212) 902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Sponsor II LLC CENTRAL INDEX KEY: 0001816291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39352 FILM NUMBER: 211340524 BUSINESS ADDRESS: STREET 1: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: (212) 902-1000 MAIL ADDRESS: STREET 1: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 218 MENLO DRIVE CITY: ATLANTA STATE: GA ZIP: 30318 BUSINESS PHONE: (770) 432-2744 MAIL ADDRESS: STREET 1: 218 MENLO DRIVE CITY: ATLANTA STATE: GA ZIP: 30318 FORMER COMPANY: FORMER CONFORMED NAME: GS Acquisition Holdings Corp II DATE OF NAME CHANGE: 20200417 4 1 form4.xml X0306 4 2021-10-20 0001809987 Mirion Technologies, Inc. GSAH 0001736027 GSAM Holdings LLC 200 WEST STREET NEW YORK NY 10282 true true 0001816291 GS Sponsor II LLC 251 LITTLE FALLS DRIVE WILMINGTON DE 19808 true Class A Common Stock 2021-10-20 4 M 0 16025000 0 A 16025000 I See Footnotes. Class A Common Stock 2021-10-20 4 M 0 2725000 0 A 2725000 I See Footnotes. Class A Common Stock 2021-10-20 4 A 0 19500000 10 A 19500000 I See Footnotes. Class B Common Stock 2021-10-20 4 J 0 1400000 D Class A Common Stock 1400000 16025000 I See Footnotes. Class B Common Stock 2021-10-20 4 M 0 16025000 D Class A Common Stock 16025000 0 I See Footnotes. Class B Common Stock 2021-10-20 4 M 0 2725000 D Class A Common Stock 2725000 0 I See Footnotes. Warrants to Purchase Class A Common Stock 11.5 2021-10-20 4 A 0 8500000 A Class A Common Stock 8500000 8500000 I See Footnotes. 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. These securities are directly held by GS Sponsor II LLC (the "Sponsor"). 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. These securities are directly held by the Employee Participation Vehicles. These securities are directly held by the PIPE Participation Vehicles. 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. 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. Jyothsna Natauri, a Partner at The Goldman Sachs Group, Inc., the direct parent of GSAM Holdings LLC and the indirect parent of the Sponsor, serves on the board of directors of the Issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of GSAM Holdings LLC and the Sponsor (together with any other direct or indirect subsidiary of The Goldman Sachs Group, Inc. as applicable) may be deemed a director by deputization with respect to the Issuer on the basis of Ms. Natauri's service on the Issuer's board of directors. GS SPONSOR II LLC By: Thomas R. Knott, authorized signatory /s/ Thomas R. Knott 2021-10-22 GSAM HOLDINGS LLC By: Thomas R. Knott, authorized signatory /s/ Thomas R. Knott 2021-10-22