Mistras Group, Inc. — Director's Dealing 2011

May 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2011-05-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-11	Common Stock	D	2764401	$16.00	Disposed	4000	Indirect

Footnotes

F1: Consists of shares of Common Stock 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 these shares except to the extent of his pecuniary interest therein. Mr. Dickinson will receive proceeds from this transaction only to the extent of his pecuniary interest in the underlying shares.

F2: Mr. Dickinson will receive proceeds from this sale only to the extent of his pecuniary interest in the underlying shares.

F3: These shares are held by Dickinson Investments, LLC, which is wholly owned jointly by Mr. Dickinson and members of his immediate family.