Mistras Group, Inc. — Director's Dealing 2011

Apr 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2011-04-15

Reporting Person: FORESE JAMES J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-15	Common Stock	P	25000	$17.725	Acquired	50000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2764401	Indirect

Footnotes

F1: Consists of shares of Common Stock held by TC NDT Holdings, LLC. Mr. Forese shares voting and dispositive power over the 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: This 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 $17.59 to $17.82. 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.