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Sotirios J. Vahaviolos

Filed: 23 Aug 19, 5:03pm
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Vahaviolos Sotirios J.

(Last)(First)(Middle)
C/O MISTRAS GROUP, INC.
195 CLARKSVILLE ROAD

(Street)
PRINCETON JUNCTIONNJ08550

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Mistras Group, Inc. [ MG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8)4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/21/2019M133,461A$13.4610,478,110D
Common Stock08/21/2019F61,191(1)D$15.6610,416,919D
Common Stock08/21/2019F47,220(2)D$15.6710,369,699D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)8. Price of Derivative Security (Instr. 5)9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$13.4608/21/2019M133,461(3)09/01/2019Common Stock133,461$0816,539D
Stock Options (Right to Buy)$13.4608/21/2019F816,539(4)(3)09/01/2019Common Stock816,539$00D
Explanation of Responses:
1. Represents shares withheld for payment of tax liability as a result of the exercise of stock options.
2. Represents shares withheld for payment of additional tax liability as a result of the exercise of stock options on August 16, 2019 which were not originally withheld upon exercise.
3. These options are fully vested.
4. These options were surrendered to the issuer as consideration for the exercise price for the net cashless exercise of 950,000 stock option.
Michael C. Keefe, attorney-in-fact for Sotirios J. Vahaviolos08/23/2019
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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