Mistras Group, Inc. — Director's Dealing 2009

Oct 16, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2009-10-14

Reporting Person: Burgess Elizabeth (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-14	Common Stock	C	2267434	—	Acquired	2267434	Indirect
2009-10-14	Common Stock	S	1304508	$11.625	Disposed	962926	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-14	Class B Convertible Redeemable Preferred Stock	$	C	174418	Disposed		Common Stock (2267434)	Indirect

Footnotes

F1: Consists of 545,717 shares held by Altus Capital Partners, SBIC, L.P. and 417,209 shares held by Altus-Mistras Co-Investment, LLC. The voting and disposition of the shares held by Altus Capital Partners, SBIC, L.P. is determined by an investment committee consisting of Russell Greenberg, Gregory Greenberg and Ms. Burgess. The voting and disposition of the shares held by Altus-Mistras Co-Investment, LLC is determined by Russell Greenberg. Ms. Burgess disclaims beneficial ownership of all of these shares except to the extent of her pecuniary interest therein.

F2: Represents public offering price of $12.50 per common share less the underwriter's discount of $0.875 per common share.

F3: The Issuer's Class B Convertible Redeemable Preferred Stock automatically converted into Common Stock on a thirteen-for-one basis upon the closing of the Issuer's initial public offering for no additional consideration.