UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Mistras Group, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

60649T 107

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o		Rule 13d-1(b)
o		Rule 13d-1(c)
þ		Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		60649T 107	SCHEDULE 13G	Page		2		of		6 Pages

* This percentage calculation is based on 26,458,778 outstanding shares as of December 31, 2009.

CUSIP No.		60649T 107	SCHEDULE 13G	Page		3		of		6 Pages

Item 1.

	(a)		Name of Issuer:
			Mistras Group, Inc.
	(b)		Address of Issuer’s Principal Executive Offices:
			195 Clarksville Road, Princeton Junction, New Jersey 08550

Item 2.

	(a)		Name of Person Filing:
			Sotirios J. Vahaviolos
	(b)		Address of Principal Business Office or, if None, Residence:
			195 Clarksville Road, Princeton Junction, New Jersey 08550
	(c)		Citizenship:
			United States
	(d)		Title of Class of Securities:
			Common Stock, $0.01 par value
	(e)		CUSIP Number:
			60649T 107

CUSIP No.		60649T 107	SCHEDULE 13G	Page		4		of		6 Pages

Item 3.		If This Statement Is Filed Pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:

(a)		o		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
(b)		o		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
(c)		o		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)
(d)		o		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e)		o		An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E)
(f)		o		An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F)
(g)		o		A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G)
(h)		o		A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
(i)		o		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j)		o		Group, in accordance with section 240.13d-1(b)(1)(ii)(J)

Item 4.		Ownership.

	(a)		Amount beneficially owned:
			11,336,763
	(b)		Percent of class:
			42.8% (See Footnote, Page 2)
	(c)		Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote
			11,336,763
	(ii)		Shared power to vote or to direct the vote
			0
	(iii)		Sole power to dispose or to direct the disposition of
			11,336,763
	(iv)		Shared power to dispose or to direct the disposition of
			0

CUSIP No.		60649T 107	SCHEDULE 13G	Page		5		of		6 Pages

Item 5.		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o
		Instruction: Dissolution of a group requires a response to this item.
		Not Applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.		Identification and Classification of Members of the Group.

Not Applicable.

Item 9.		Notice of Dissolution of Group.

Not Applicable.

Item 10.		Certification.

Not Applicable.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 16, 2010