0000950170-25-036701.txt : 20250310 0000950170-25-036701.hdr.sgml : 20250310 20250310200807 ACCESSION NUMBER: 0000950170-25-036701 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250310 DATE AS OF CHANGE: 20250310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Mistras Group, Inc. CENTRAL INDEX KEY: 0001436126 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 223341267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85079 FILM NUMBER: 25725490 BUSINESS ADDRESS: STREET 1: 195 CLARKSVILLE ROAD CITY: PRINCETON JUNCTION STATE: NJ ZIP: 08550 BUSINESS PHONE: 609-716-4000 MAIL ADDRESS: STREET 1: 195 CLARKSVILLE ROAD CITY: PRINCETON JUNCTION STATE: NJ ZIP: 08550 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mill Road Capital III, L.P. CENTRAL INDEX KEY: 0001767199 ORGANIZATION NAME: IRS NUMBER: 981461868 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 334 PEMBERWICK ROAD STREET 2: SECOND FLOOR CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203-987-3500 MAIL ADDRESS: STREET 1: C/O MILL ROAD CAPITAL MANAGEMENT LLC STREET 2: 328 PEMBERWICK ROAD CITY: GREENWICH STATE: CT ZIP: 06831 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0000950170-25-032483 0001767199 XXXXXXXX LIVE 1 Common stock, $0.01 par value 03/06/2025 false 0001436126 60649T107 Mistras Group, Inc.

195 Clarksville Road Princeton Junction NJ 08550

Mill Road Capital III, L.P. 203-987-3500 Attn: Thomas E. Lynch 328 Pemberwick Road Greenwich CT 06831 Peter M. Rosenblum, Esq. 617-832-1000 Foley Hoag LLP 155 Seaport Blvd. Boston MA 02210 0001767199 N Mill Road Capital III, L.P. WC N E9 1763304 0 1763304 0 1763304 N 5.7 PN 0001767178 N Mill Road Capital III GP LLC AF N E9 1763304 0 1763304 0 1763304 N 5.7 HC OO 0001244666 N Thomas E. Lynch AF N X1 0 1763304 0 1763304 1763304 N 5.7 HC IN Common stock, $0.01 par value Mistras Group, Inc. 195 Clarksville Road Princeton Junction NJ 08550 This Amendment No. 1 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 (the "Common Stock"), of Mistras Group, Inc., a Delaware corporation (the "Issuer"), filed by Thomas E. Lynch, Mill Road Capital III GP LLC, a Cayman Islands limited liability company, and Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership (collectively, the "Reporting Persons") on July 9, 2024 (such joint statement, as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: Item 3 of the Schedule 13D shall hereby be amended and restated in its entirety as follows: The Reporting Persons have acquired beneficial ownership of an aggregate of 1,763,304 shares of Common Stock for $10,116,361 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions. The purchase price of shares acquired pursuant to the assignment of Put Options (as defined in Item 6) is not reduced by the premium received by the Reporting Persons upon sale of the Put Options. Paragraphs (a) and (b) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows: (a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Schedule 13D, are based on a total of 31,010,375 shares of Common Stock issued and outstanding as of October 30, 2024, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2024. All of the share numbers reported herein are as of March 10, 2025, unless otherwise indicated. Each Reporting Person's cover page to this Schedule 13D for is incorporated by reference into this Item 5(a, b). The Fund directly holds, and thus has sole voting and dispositive power over, 1,763,304 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund, and Mr. Lynch has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares in his capacity as Chairman and Management Committee Director of the GP. Accordingly, each of the Reporting Persons beneficially owns 1,763,304 shares of Common Stock, or approximately 5.7% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 1,763,304 shares of Common Stock, or approximately 5.7% of the outstanding shares of Common Stock. Paragraph (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows: Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in the Common Stock from January 9, 2025 (the date 60 days prior to the filing of this Schedule 13D) to March 10, 2025 (the "Reporting Period"): Date of Shares Purchase/Sale Purchase/Sale Purchased/(Sold) Price per Share (#) ($) 01/17/2025* 23,700 $ 10.0000 02/21/2025* 8,500 $ 10.0000 03/06/2025 (329) $ 10.5000 *Effected pursuant to the assignment of Put Options (as defined in Item 6). Except as otherwise described in this Schedule 13D, the above-listed transactions were conducted in the ordinary course of business on the open market for cash, and the purchase and sale prices do not reflect brokerage commissions paid. In addition, during the Reporting Period, the Fund sold the Put Options and Call Options (as defined in Item 6) described in Item 6, which is incorporated by reference into this Item 5(c). The first paragraph and following table of Item 6 of the Schedule 13D shall hereby be amended and restated in full as follows: The table below lists the standard American-style, exchange-traded call options ("Call Options") sold by the Fund during the Reporting Period. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid. Value per Underlying Share at Shares which Call Underlying Call Options' Call Options' Options were Call Options Strike Price Expiration Date of Sale Sold ($) (100s) per Share ($) Date 03/06/2025 $ 0.9521 1600 $ 10.00 05/16/2025 03/06/2025 $ 1.4642 1246 $ 10.00 08/15/2025 03/06/2025 $ 0.5171 3522 $ 12.50 08/15/2025 03/07/2025 $ 1.1191 424 $ 10.00 05/16/2025 03/07/2025 $ 0.3000 1 $ 12.50 05/16/2025 03/07/2025 $ 0.5819 565 $ 12.50 08/15/2025 03/10/2025 $ 0.6496 227 $ 12.50 08/15/2025 Each of these Call Options gives the option's counterparty the right (but not the obligation) to purchase from the Fund, on or before the option's expiration date, the number of shares of Common Stock underlying the option, at a purchase price per share equal to the option's strike price per share. If a Call Option is exercised on or before its expiration date, the Fund must deliver the shares of Common Stock underlying the option in exchange for the option's aggregate exercise price. The table below lists the standard American-style, exchange-traded put options ("Put Options") sold by the Fund during the Reporting Period. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid. Value per Underlying Share at Shares which Put Underlying Put Options' Put Options' Options were Put Options Strike Price Expiration Date of Sale Sold ($) (100s) per Share ($) Date 02/21/2025 $ 0.3329 174 $ 7.50 08/15/2025 02/21/2025 $ 1.1703 32 $ 10.00 08/15/2025 02/24/2025 $ 0.3000 300 $ 7.50 08/15/2025 02/25/2025 $ 0.3090 350 $ 7.50 08/15/2025 02/26/2025 $ 0.3161 305 $ 7.50 08/15/2025 02/27/2025 $ 0.3480 249 $ 7.50 08/15/2025 03/03/2025 $ 0.3469 332 $ 7.50 08/15/2025 03/05/2025 $ 0.4726 105 $ 7.50 08/15/2025 Mill Road Capital III, L.P. /s/ Eric Yanagi 03/10/2025 Mill Road Capital III GP LLC /s/ Eric Yanagi 03/10/2025 Thomas E. Lynch /s/ Eric Yanagi 03/10/2025