<SEC-DOCUMENT>0001127602-23-001973.txt : 20230120
<SEC-HEADER>0001127602-23-001973.hdr.sgml : 20230120
<ACCEPTANCE-DATETIME>20230120173149
ACCESSION NUMBER:		0001127602-23-001973
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20230109
FILED AS OF DATE:		20230120
DATE AS OF CHANGE:		20230120

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Sotirios Vahaviolos January 2023 2-Year Grantor Retained Annuity Trust
		CENTRAL INDEX KEY:			0001963130
		STATE OF INCORPORATION:			NJ

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-34481
		FILM NUMBER:		23542027

	BUSINESS ADDRESS:	
		STREET 1:		C/O MISTRAS GROUP
		STREET 2:		195 CLARKSVILLE ROAD
		CITY:			PRINCETON JUNCTION
		STATE:			NJ
		ZIP:			08550
		BUSINESS PHONE:		6103246463

	MAIL ADDRESS:	
		STREET 1:		C/O MISTRAS GROUP
		STREET 2:		195 CLARKSVILLE ROAD
		CITY:			PRINCETON JUNCTION
		STATE:			NJ
		ZIP:			08550

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Mistras Group, Inc.
		CENTRAL INDEX KEY:			0001436126
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-ENGINEERING SERVICES [8711]
		IRS NUMBER:				223341267
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>form3.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2023-01-09</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001436126</issuerCik>
        <issuerName>Mistras Group, Inc.</issuerName>
        <issuerTradingSymbol>MG</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001963130</rptOwnerCik>
            <rptOwnerName>Sotirios Vahaviolos January 2023 2-Year Grantor Retained Annuity Trust</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O MISTRAS GROUP</rptOwnerStreet1>
            <rptOwnerStreet2>195 CLARKSVILLE ROAD</rptOwnerStreet2>
            <rptOwnerCity>PRINCETON JUNCTION</rptOwnerCity>
            <rptOwnerState>NJ</rptOwnerState>
            <rptOwnerZipCode>08550</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isTenPercentOwner>1</isTenPercentOwner>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>6734718</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes></footnotes>

    <remarks>Reporting person was established by the grantor, Sotirios Vahaviolos, Executive Chairman and Founder of the Issuer.  The shares were acquired  a gift by  Dr. Vahaviolos.  Dr. Vahaviolos' daughter, who does not reside with him, is the trustee for the the trust and will hold sole power over the voting and disposition of the shares of Mistras Group common stock held by the trust.  Dr. Vahaviolos and the GRAT trustee have agreed that the GRAT will be subject to the issuer's insider trading compliance policy regarding the shares of Mistras Group common stock held by the trust.</remarks>

    <ownerSignature>
        <signatureName>/s/ Michael C. Keefe, attorney-in-fact for Stephanie Foglia, Trustee</signatureName>
        <signatureDate>2023-01-20</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>doc1.txt
<DESCRIPTION>POWER OF ATTORNEY (PUBLIC): POWER OF ATTORNEY OF STEPHANIE FOGLIA, TRUSTEE
<TEXT>

POWER OF ATTORNEY

I, the undersigned, being a person required to file reports pursuant
to Section?16 of the Securities Exchange Act of 1934 (the ?Section 16?)
regarding the undersigned?s beneficial ownership of equity securities
in Mistras?Group, Inc. (the??Company?), hereby constitute and appoint
each of Michael Keefe, Edward Prajzner and Michael Kozole, signing
singly, as my true and lawful attorney-in-fact to:

(1) Prepare, execute in my name and on my behalf, and submit to the U.S.
Securities and Exchange Commission (the??SEC?) a Form?ID, including
amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling me to make electronic filings
with the SEC of reports required by Section 16 or any rule or
regulation of the SEC;

(2) execute for and on my behalf, as a Section?16 reporting person of
the Company, Forms 3, 4, and 5 in accordance with Section 16 and the
rules thereunder, and any other forms or reports I may be required to
file in connection with my ownership, acquisition, or disposition of
securities of the Company;

(3) do and perform any and all acts for and on my behalf which may be
necessary or desirable to complete and execute any such Form?3, 4, or
5, or other form or report, and file such form or report with the SEC
and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be
to my benefit, in my interest, or legally required by me, it being
understood that the documents executed by such attorney-in-fact on my
behalf pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact?s discretion.

I hereby grant to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as I
might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact?s substitute or
substitutes, shall lawfully do or cause to be done by virtue of this
Power of Attorney and the rights and powers herein granted.  I
acknowledge that the foregoing attorneys-in-fact, in serving in such
capacity at my request, are not assuming, nor is the Company assuming,
any of my responsibilities to comply with Section?16.

This Power of Attorney shall remain in full force and effect until
I am no longer required to file Forms 3, 4, and 5 with respect to my
holdings of and transactions in securities of the Company, unless
earlier revoked by me.  By executing this Power of Attorney, I
revoke all powers of attorney previously executed by me regarding
the powers and authority granted in this Power of Attorney.

Dated:  January 9, 2023


/s/ Stephanie Foglia
Stephanie Folgia, as Trustee of the
Sotirios Vahaviolos January 2023 2-Year
Grantor Retained Annuity Trust
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
