Mistras Group, Inc. — Director's Dealing 2011

Aug 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2011-08-15

Reporting Person: Keefe Michael C (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-15	Common Stock	A	9247	—	Acquired	14247	Direct
2011-08-15	Common Stock	C	3062	$14.67	Acquired	17309	Direct
2011-08-15	Common Stock	D	3062	$19.56	Disposed	14247	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-15	Stock Options (Right to Buy)	$14.67	C	3062	Disposed	2019-12-28	Common Stock (3062)	Direct

Footnotes

F1: These options will vest and become exercisable as to 25% on December 28, 2010, and the remaining will vest ratably on the 28th of each suceeding month for 36 months thereafter until fully vested on December 28, 2013.

F2: Transaction constitutes a grant of restricted stock units, which vest 25% per year on each of the first four anniversary dates of the award.