Mistras Group, Inc. — Director's Dealing 2014

Jan 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2014-01-21

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-21	Performance Share Unit	$0	A	9868	Acquired		Common Stock (9868)	Direct
2014-01-21	Performance Share Unit	$0	A	9868	Acquired		Common Stock (9868)	Direct
2014-01-21	Performance Share Unit	$0	A	9868	Acquired		Common Stock (9868)	Direct

Footnotes

F1: These performance share units vest to the extent earned on or about September 7, 2016. The number of shares of common stock earned may be more or less than the number of units.

F2: These performance share units are for the one-year performance period of fiscal 2014.

F3: These performance share units are for the two-year performance period of fiscal 2014 to 2015.

F4: These performance share units are for the three-year performance period of fiscal 2014 to 2016.