Mistras Group, Inc. — Director's Dealing 2023

Mar 20, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2023-03-16

Reporting Person: Prajzner Edward J (Sr. EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-16	Common Stock	A	15000	—	Acquired	91018	Direct
2023-03-17	Common Stock	F	576	$5.62	Disposed	90442	Direct
2023-03-17	Common Stock	F	2267	$5.58	Disposed	88175	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-17	Performance Restricted Stock Units	$0	J	18321	Disposed		Common Stock (18321)	Direct

Footnotes

F1: Represents an award of restricted stock units, which vests 1/3 on each of March 16 of 2024, 2025 and 2026.

F2: Represents shares withheld for payment of tax liability as a result of the vesting of restricted stock units.

F3: Transaction represents the expiration and forfeiture of performance units which were not earned because of the failure to meet the performance conditions.

F4: These performance share units vest to the extent earned in 2023 based upon performance metrics for 2022. The reporting person may earn between 0 and 200% of the units reported based on performance. Once earned, these performance share units will be paid in restricted stock units which will vest over 4 years.

F5: These performance share units vest to the extent earned in 2022 based upon performance metrics for 2021. The reporting person may earn between 0 and 200% of the units reported based on performance. Once earned, these performance share units will be paid in restricted stock units which will vest over 4 years.