Mistras Group, Inc. — Director's Dealing 2016

Sep 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2016-09-08

Reporting Person: Keefe Michael C (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-08	Common Stock	C	7592	—	Acquired	60413	Direct
2016-09-08	Common Stock	F	3679	$24.60	Disposed	56734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-08	Performance Share Unit	$0	C	7592	Disposed		Common Stock (7592)	Direct
2016-09-08	Performance Share Unit	$0	J	25534	Disposed		Common Stock (25534)	Direct
2016-09-08	Performance Share Unit	$0	J	9777	Disposed		Common Stock (9777)	Direct

Footnotes

F1: Transaction represents the settlement of performance share units granted January 21, 2014 that were earned and vested for the one and two year cycles.

F2: Represents shares withheld for payment of tax liability as a result of the settlement of performance share units earned and vested.

F3: These performance share units vested to the extent earned on or about September 8, 2016.

F4: Transaction represents the expiration and surrender of performance share units unearned.

F5: These performance share units vest to the extent earned on or about September 7, 2017.