Mistras Group, Inc. — Director's Dealing 2010

Apr 22, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2010-04-20

Reporting Person: Burgess Elizabeth (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-20	Common Stock	P	2668	$11.25	Acquired	965594	Indirect

Footnotes

F1: The 2,668 shares acquired on April 20, 2010 disclosed in this report are owned by Ms. Burgess' spouse. The remaining 962,926 shares consist 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 962,926 shares held by Altus Capital Partners, SBIC, L.P. and Altus-Mistras Co-Investment, LLC except to the extent of her pecuniary interest therein.