X0303 4 2011-05-11 0001436126 Mistras Group, Inc. MG 0001179521 FORESE JAMES J C/O SFN GROUP INC 2050 SPECTRUM BOULEVARD FT. LAUDERDALE FL 33309 1 1 Common Stock 2011-05-11 4 D 0 2764401 16.00 D 0 I See Note Common Stock 50000 D Consists of shares of Common Stock held by TC NDT Holdings, LLC. Mr. Forese shares voting and dispositive power of these shares held by TC NDT Holdings, LLC with six other members of an investment committee. Mr. Forese disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The price to the public for the sale of these shares was $16.00. However, Mr. Forese' pecuniary interest in the sale of these shares resulted in gross proceeds to Mr. Forese of less than $200. Michael C. Keefe, Attorney-in-Fact for James J. Forese 2011-05-12