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: FORESE JAMES J (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	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50000	Direct

Footnotes

F1: Consists of shares of Common Stock held by TC NDT Holdings, LLC. Mr. Forese shares voting and dispositive power of these shares held by TC NDT Holdings, LLC with six other members of an investment committee. Mr. Forese disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

F2: The price to the public for the sale of these shares was $16.00. However, Mr. Forese' pecuniary interest in the sale of these shares resulted in gross proceeds to Mr. Forese of less than $200.