Mistras Group, Inc. — Director's Dealing 2010

May 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2010-05-04

Reporting Person: DICKINSON DANIEL M (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-04	Common Stock	P	4000	$12	Acquired	2768401	Indirect

Footnotes

F1: The 4,000 shares acquired in the transaction reported on this Form 4 are held by Dickinson Investments, LLC, which is wholly owned jointly by Mr. Dickinson and members of his immediate family. The remaining 2,764,401 shares are held by TC NDT Holdings, LLC. Mr. Dickinson shares voting and dispositive power over the shares held by TC NDT Holdings, LLC with six other members of an investment committee. Mr. Dickinson disclaims beneficial ownership of the shares held by TC NDT Holdings, LLC except to the extent of his pecuniary interest therein.