SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Schopfer Brian

(Last)

(First)

(Middle)

MIRION TECHNOLOGIES, INC.

1218 MENLO DRIVE

(Street)

ATLANTA

30318

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2021

3. Issuer Name and Ticker or Trading Symbol
Mirion Technologies, Inc. [ MIR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Sponsor Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	700,000	⁽²⁾	D

Explanation of Responses:

1. Sponsor Units represent membership interests in GS Sponsor II, LLC, a Delaware limited liability company ("Sponsor"), which are intended to be treated as profits interests for U.S. income tax purposes and derive value based on the appreciation in the value of shares of Class A Common Stock of the Issuer ("Common Stock") that are held by Sponsor.

2. Sponsor Units are subject to both service- and performance-vesting conditions. Sponsor Units service-vest ratably on each of October 20, 2023 and October 20, 2024, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. Additionally, 25% and 75% of the Sponsor Units will performance-vest on the first trading day following October 20, 2021 for which the volume weighted average price of shares of Common Stock is $14 or $16, respectively, for at least 20 of 30 consecutive trading days, provided that such date, in each case, occurs on or before October 20, 2026. The Reporting Person is not entitled to distributions in respect of Sponsor Units until all applicable vesting conditions are satisfied.

Remarks:

Exhibit 24 POA.

	/s/ Emmanuelle Lee, attorney-in-fact	10/22/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3 filed by new insider Schopfer Brian