Mistras (MG) Form 4 Mistras / Edward J Prajzner ownership change

SEC Form 4

FORM 4

UNITED 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^*

Prajzner Edward J

(Last) (First) (Middle)

C/O MISTRAS GROUP

195 CLARKSVILLE ROAD

(Street)

PRINCETON JUNCTION NJ 08550

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2023		A		15,000(1)	A	$0	91,018	D
Common Stock	03/17/2023		F		576(2)	D	$5.62	90,442	D
Common Stock	03/17/2023		F		2,267(2)	D	$5.58	88,175	D

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 Security	3. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	$0	03/17/2023		J(3)			18,321	(4)	(5)	Common Stock	18,321	$0	0	D

Explanation of Responses:

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

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

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

4. 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.

5. 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.

	/s/ Michael C. Keefe, attorney-in-fact for Edward J. Prajzner	03/20/2023
	** Signature of Reporting Person	Date
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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