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: Vahaviolos Sotirios J. (Director, Chairman, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-08	Common Stock	P	100	$12.30	Acquired	11148328	Direct
2009-10-14	Common Stock	C	422435	—	Acquired	11570763	Direct
2009-10-14	Common Stock	S	234000	$11.625	Disposed	11336763	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-14	Class B Convertible Redeemable Preferred Stock	$	C	32495	Disposed		Common Stock (422435)	Direct

Footnotes

F1: Represents public offering price of $12.50 per common share less the underwriter's discount of $0.875 per common share.

F2: 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.