Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Kingsley Lawrence D 2. Issuer Name and Ticker or Trading Symbol Mirion Technologies, Inc. [MIR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1218 MENLO DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 11/04/2024 (Street) ATLANTA, GA 30318 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 11/04/2024 C 3,150,000 A (1) 3,203,310 D Class A Common Stock 11/05/2024 G 3,150,000 D $ 0 53,310 D(2) Class A Common Stock 3,150,000 I By Lawrence D. Kingsley Revocable Trust Class A Common Stock 150,000 I By Lawrence D. Kingsley 2015 Family Irrevocable Trust(3) Class A Common Stock 350,000 I By Diane Kingsley Revocable Trust(4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Sponsor Units

(1)

11/04/2024

C

3,150,000

(5)

(5)

Class A Common Stock

3,150,000

(5)

1,050,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Kingsley Lawrence D 1218 MENLO DRIVE ATLANTA, GA 30318	X

Signatures

/s/ Emmanuelle Lee, attorney-in-fact for Lawrence Kingsley	11/06/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Sponsor Units represent membership interests in GS Sponsor II, LLC, a Delaware limited liability company ("Sponsor"). The Sponsor Units held by the Reporting Person are subject to both service- and performance-vesting conditions. 3,150,000 Sponsor Units satisfied the performance vesting conditions on November 4, 2024 when the volume weighted average price per share of Class A Common Stock of the Issuer met or exceeded $12.00 for at least 20 trading days in a 30 consecutive trading day period; the service vesting condition was previously satisfied. The Sponsor, of which the Reporting Person is a non-managing member, completed a pro rata distribution of Class A Common Stock to holders of Sponsor Units, including the Reporting Person, on November 5, 2024.
(2)	On November 5, 2024, the Reporting Person transferred 3,150,000 shares of Class A Common Stock of the Issuer to the Lawrence D. Kingsley Revocable Trust for no consideration.
(3)	Reflects shares of Class A Common Stock of the Issuer held by the Lawrence D. Kingsley 2015 Family Irrevocable Trust. Members of the Reporting Person's immediate family are beneficial holders of the Lawrence D. Kingsley 2015 Family Irrevocable Trust, and the Reporting Person may be deemed to exercise voting and investment power over such shares of Class A Common Stock. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(4)	Reflects shares of Class A Common Stock held by the Diane Kingsley Revocable Trust. Members of the Reporting Person's immediate family are beneficial holders of the Diane Kingsley Revocable Trust, and the Reporting Person may be deemed to exercise voting and investment power over such shares of Class A Common Stock. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(5)	The remaining Sponsor Units held by the Reporting Person are subject to both service- and performance-vesting conditions. The remaining Sponsor Units service-vested on October 20, 2023. The remaining Sponsor Units will performance-vest when the volume weighted average price per share of Class A Common Stock of the Issuer meets or exceeds $14.00 for at least 20 trading days in a 30 consecutive trading day period, provided that such date 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.

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