Mistras Group, Inc. — Director's Dealing 2012

May 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2012-05-01

Reporting Person: Lange Michael J. (Director, Group EVP, Services)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common Stock	S	3415	$23.53	Disposed	448311	Direct
2012-05-01	Common Stock	M	3415	$13.46	Acquired	451726	Direct
2012-05-02	Common Stock	M	10000	$13.46	Acquired	458311	Direct
2012-05-02	Common Stock	S	10000	$23.26	Disposed	448311	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	Stock Options (Right to Buy)	$13.46	M	3415	Disposed	2019-07-21	Common Stock (3415)	Direct
2012-05-02	Stock Options (Right to Buy)	$13.46	M	10000	Disposed	2019-07-21	Common Stock (10000)	Direct

Footnotes

F1: The price on this line represents the weighted average price for the transactions reported on this line. The range of prices for the transactions reported on this line was $23.50 to $23.57. Upon request by the Commission staff or a security holder of the issuer, the full information regarding the number of shares sold at each separate price shall be provided. The information has been provided to the issuer.

F2: The price on this line represents the weighted average price for the transactions reported on this line. The range of prices for the transactions reported on this line was $23.25 to $23.32. Upon request by the Commission staff or a security holder of the issuer, the full information regarding the number of shares sold at each separate price shall be provided. The information has been provided to the issuer.

F3: Fully vested.