X0303 4 2009-10-14 0001436126 Mistras Group, Inc. MG 0001179521 FORESE JAMES J C/O THAYER | HIDDEN CREEK 1455 PENNSYLVANIA AVENUE, N.W. SUITE 350 WASHINGTON, D.C. DC 20004 1 0 1 0 Common Stock 2009-10-14 4 C 0 4068909 0 A 4068909 I See Note Common Stock 2009-10-14 4 S 0 1304508 11.625 D 2764401 I See Note Class A Convertible Redeemable Preferred Stock 2009-10-14 4 C 0 298701 0 D Common Stock 3883113 0 I See Note Class B Convertible Redeemable Preferred Stock 2009-10-14 4 C 0 14292 0 D Common Stock 185796 0 I See Note Consists of shares of Common Stock held by TC NDT Holdings, LLC. Mr. Forese shares voting and dispositive power over the 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. Represents public offering price of $12.50 per common share less the underwriter's discount of $0.875 per common share. The Issuer's Class A Convertible Redeemable Preferred Stock and Class B Convertible Redeemable Preferred Stock automatically converted into Common Stock, in each case, on a thirteen-for-one basis, upon the closing of the Issuer's initial public offering for no additional consideration. /s/ Lisa Withers, Attorney-in-Fact 2009-10-16