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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1. Name and Address of Reporting Person* Hammad Hanei Wail (Last) (First) (Middle) C/O MISTRAS GROUP 195 CLARKSVILLE ROAD (Street) PRINCETON JUNCTION NJ 08550 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/26/2024	3. Issuer Name and Ticker or Trading Symbol Mistras Group, Inc. [ MG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP & Chief Transformation Off	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

No securities are beneficially owned.

	/s/ Michael C. Keefe, attorney-in-fact for Hanei W. Hammad	04/03/2024
	** 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.
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POWER OF ATTORNEY

The undersigned, being a person required to file reports pursuant to
Section 16 of the Securities Exchange Act of 1934 ("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 grants 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 the
undersigned is 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:  March 27, 2024


						  /s/ Hanei W. Hammad
							Hanei W. Hammad