Mistras Group, Inc. — Director's Dealing 2013

May 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2013-05-15

Reporting Person: Genesi Ralph L. (Group EVP, Marketing and Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-15	Common Stock	S	9500	$20.74	Disposed	37178	Direct

Footnotes

F1: The price represents the weighted average sale price for the transactions reported on this line. The range of sale prices for the transactions reported on this line was $20.76 to 20.70. 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. This information has been provided to the issuer.