Mistras Group, Inc. — Director's Dealing 2016

Aug 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2016-08-16

Reporting Person: Bertolotti Dennis (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-16	Common Stock	M	21000	$10.00	Acquired	101062	Direct
2016-08-16	Common Stock	A	27865	—	Acquired	128927	Direct
2016-08-16	Common Stock	A	10000	—	Acquired	138927	Direct
2016-08-16	Common Stock	S	21000	$24.97	Disposed	117927	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-16	Stock Options (Right to Buy)	$10.00	M	21000	Disposed	2019-04-09	Common Stock (21000)	Direct

Footnotes

F1: Transaction represents an award of restricted stock units for payment of a performance award earned, which vests 25% per year on May 31 in 2017, 2018, 2019 and 2020.

F2: Transaction represents an award of restricted stock units which vest 25% per year on each of the first four anniversary dates of the award.

F3: 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 $24.94 to $25.01. 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.