SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O MISTRAS GROUP |
| 195 CLARKSVILLE ROAD |
(Street)
| PRINCETON JUNCTION |
NJ |
08550 |
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2. Date of Event Requiring Statement
(Month/Day/Year)
01/09/2023
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3. Issuer Name and Ticker or Trading Symbol
Mistras Group, Inc.
[ MG ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
6,734,718 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
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/s/ Michael C. Keefe, attorney-in-fact for Stephanie Foglia, Trustee |
01/20/2023 |
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** 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
5
(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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
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
