Mistras Group, Inc. — Director's Dealing 2011

Oct 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2011-10-27

Reporting Person: Genesi Ralph L. (Group EVP, Marketing and Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-27	Common Stock	M	21194	$10.00	Acquired	34418	Direct
2011-10-27	Common Stock	S	21194	$22.825	Disposed	13224	Direct
2011-10-28	Common Stock	M	25000	$10.00	Acquired	38224	Direct
2011-10-28	Common Stock	S	25000	$22.79	Disposed	13224	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-27	Stock Options (Right to Buy)	$10.00	M	21194	Disposed	2019-04-09	Common Stock (21194)	Direct
2011-10-28	Stock Options (Right to Buy)	$10.00	M	25000	Disposed	2019-04-09	Common Stock (25000)	Direct

Footnotes

F1: The price represents the weighted average purchase price for the transactions reported on this line. The range of the prices for the transactions reported on this line were $22.80 to $22.87. Upon request by the
Commmission staff or a security holder of the issuer, the full information regarding the number of shares purchased at each separate price shall be provided. This information has been provided to the issuer.

F2: The price represents the weighted average purchase price for the transactions reported on this line. The range of the prices for the transactions reported on this line were $22.75 to $22.89. Upon request by the
Commmission staff or a security holder of the issuer, the full information regarding the number of shares purchased at each separate price shall be provided. This information has been provided to the issuer.

F3: Fully vested.