MG Mistras Group Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Vahaviolos Sotirios J.	2. Issuer Name and Ticker or Trading Symbol Mistras Group, Inc. [ MG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Executive Chairman
(Last)          (First)          (Middle) C/O MISTRAS GROUP, INC., 195 CLARKSVILLE ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 6/1/2020
(Street) PRINCETON JUNCTION, NJ 08550 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 6/2/2020	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	6/1/2020		F		2867 (1)	D	$4.04	10428130	D
Common Stock	6/1/2020		F		7378 (2)	D	$4.04	10430997	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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

Explanation of Responses:
(1)	Represents shares withheld for payment of tax liability as a result of the vesting of restricted stock units, which was not included in the original report due to an administrative error.
(2)	Represents shares withheld for payment of tax liability as a result of the vesting of restricted stock units.

Remarks: This amendment is being filed to amend the original Form 4 to report an additional 2,867 shares that were withheld to pay withholding taxes upon the vesting of restricted stock units, but were not included in the original Form 4 due to an administrative error. The Schedule 13G (Amendment No. 11) filed by the reporting person on February 11, 2021 correctly reported his share ownership (taking into account the 2,867 shares withheld but not previously reported on the Form 4).

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Vahaviolos Sotirios J. C/O MISTRAS GROUP, INC. 195 CLARKSVILLE ROAD PRINCETON JUNCTION, NJ 08550	X	X	Executive Chairman

Signatures
Michael C. Keefe, attorney-in-fact for Sotirios J. Vahaviolos		1/10/2022
**Signature of Reporting Person		Date