Mistras Group, Inc. — Director's Dealing 2014

Oct 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2014-10-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-22	Common Stock	A	6500	—	Acquired	227903	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-22	Performance Share Unit	$0	A	14696	Acquired		Common Stock (14696)	Direct

Footnotes

F1: Transaction represents a grant of restricted stock units, which vest 25% per year on each of the first four anniversary dates of the award.

F2: These performance share units are for the performance cycle of fiscal 2015 to 2017 and vest to the extent earned on or about September 7, 2017. The number of shares of common stock earned could be more or less than the number of units.