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OMB
APPROVAL
OMB
Number: 3235-0287
Expires:
February 28, 2011
Estimated
average burden
hours
per response………11
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No.)*
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Mistras
Group, Inc.
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(Name
of Issuer)
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Common
Stock, par value $0.01 per share
|
|
(Title
of Class of Securities)
|
|
60649T107
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|
(CUSIP
Number)
|
|
October
30, 2009
|
|
(Date
of Event Which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[_] Rule
13d-1(b)
[X] Rule
13d-1(c)
[_] 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).
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CUSIP
No
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60649T107
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|||
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1.
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NAME
OF REPORTING PERSONS
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|||
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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||||
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Newland
Capital Management, LLC
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||||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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|||
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(a) [_]
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||||
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(b) [X]
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||||
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3.
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SEC
USE ONLY
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|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|||
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Delaware
|
||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
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5.
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SOLE
VOTING POWER
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|||
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0
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||||
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6.
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SHARED
VOTING POWER
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|||
|
1,434,909
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||||
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7.
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SOLE
DISPOSITIVE POWER
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|||
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0
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||||
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8.
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SHARED
DISPOSITIVE POWER
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|||
|
1,434,909
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||||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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1,434,909
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||||
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
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|||
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[_]
|
||||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|||
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5.4%
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||||
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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|||
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CUSIP
No
|
60649T107
|
|||
|
1.
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NAME
OF REPORTING PERSONS
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|||
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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||||
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Newland
Master Fund, Ltd.
|
||||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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|||
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(a) [_]
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||||
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(b) [X]
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||||
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3.
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SEC
USE ONLY
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|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|||
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Cayman
Islands
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||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
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5.
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SOLE
VOTING POWER
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|||
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0
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||||
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6.
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SHARED
VOTING POWER
|
|||
|
1,434,909
|
||||
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7.
|
SOLE
DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
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SHARED
DISPOSITIVE POWER
|
|||
|
1,434,909
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||||
|
9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
|
1,434,909
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
|||
|
[_]
|
||||
|
11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
5.4%
|
||||
|
12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|||
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CUSIP
No
|
60649T107
|
|||
|
1.
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NAME
OF REPORTING PERSONS
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|||
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Ken
Brodkowitz
|
||||
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
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(a) [_]
|
||||
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(b) [X]
|
||||
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3.
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SEC
USE ONLY
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|||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
|
United
States
|
||||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
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5.
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SOLE
VOTING POWER
|
|||
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0
|
||||
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6.
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SHARED
VOTING POWER
|
|||
|
1,434,909
|
||||
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7.
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SOLE
DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
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SHARED
DISPOSITIVE POWER
|
|||
|
1,434,909
|
||||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
1,434,909
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
|||
|
[_]
|
||||
|
11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
5.4%
|
||||
|
12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|||
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CUSIP
No
|
60649T107
|
|||
|
1.
|
NAME
OF REPORTING PERSONS
|
|||
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Michael
Vermut
|
||||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
|
(a) [_]
|
||||
|
(b) [X]
|
||||
|
3.
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SEC
USE ONLY
|
|||
|
4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
|
United
States
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||||
|
5.
|
SOLE
VOTING POWER
|
|||
|
0
|
||||
|
6.
|
SHARED
VOTING POWER
|
|||
|
1,434,909
|
||||
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7.
|
SOLE
DISPOSITIVE POWER
|
|||
|
0
|
||||
|
8.
|
SHARED
DISPOSITIVE POWER
|
|||
|
1,434,909
|
||||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
1,434,909
|
||||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
|||
|
[_]
|
||||
|
11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
|
5.4%
|
||||
|
12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|||
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CUSIP
No
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60649T107
|
|||
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Item
1.
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(a).
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Name
of Issuer:
|
||
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Mistras
Group, Inc.
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||||
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(b).
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Address
of issuer's principal executive offices:
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195
Clarksville Road
Princeton
Junction, New Jersey 08550
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Item
2.
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(a).
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Name
of person filing:
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Newland
Capital Management, LLC
Newland
Master Fund, Ltd.
Ken
Brodkowitz
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|||
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Michael
Vermut
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(b).
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Address
of principal business office, or if none, residence:
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Newland
Capital Management, LLC
350
Madison Avenue
11th
Floor
New
York, New York 10017
Newland
Master Fund, Ltd.
c/o
Newland Capital Management, LLC
350
Madison Avenue
11th
Floor
New
York, New York 10017
Ken
Brodkowitz
c/o
Newland Capital Management, LLC
350
Madison Avenue
11th
Floor
New
York, New York 10017
Michael
Vermut
c/o
Newland Capital Management, LLC
350
Madison Avenue
11th
Floor
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New
York, New York 10017
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(c).
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Citizenship:
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Newland
Capital Management, LLC – Delaware limited liability company
Newland
Master Fund, Ltd. – Cayman Islands exempted company
Ken
Brodkowitz – United States citizen
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Michael
Vermut – United States citizen
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(d).
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Title
of class of securities:
|
||
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Common
Stock, par value $0.01 per share
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(e).
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CUSIP
No:
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60649T107
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Item
3.
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If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or
(c), check whether the person filing is
a
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(a)
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[_]
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
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(b)
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[_]
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[_]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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[_]
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[_]
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An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
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(g)
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[_]
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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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);
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(j)
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[_]
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A
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
|
|
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Newland
Capital Management, LLC: 1,434,909
Newland
Master Fund, Ltd.: 1,434,909
Ken
Brodkowitz: 1,434,909
Michael
Vermut: 1,434,909
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(b)
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Percent
of class:
|
|
|
Newland
Capital Management, LLC: 5.4%
Newland
Master Fund, Ltd.: 5.4%
Ken
Brodkowitz: 5.4%
Michael
Vermut: 5.4%
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(c)
|
Number
of shares as to which Newland Capital Management, LLC
has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
0
|
,
|
|||
|
(ii)
|
Shared
power to vote or to direct the vote
|
1,434,909
|
,
|
|||
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
,
|
|||
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
1,434,909
|
.
|
|||
|
Number
of shares as to which Newland Master Fund, Ltd. has:
|
||||||
|
(i)
|
Sole
power to vote or to direct the vote
|
0
|
,
|
|||
|
(ii)
|
Shared
power to vote or to direct the vote
|
1,434,909
|
,
|
|||
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
,
|
|||
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
1,434,909
|
.
|
|||
|
Number
of shares as to which Ken Brodkowitz has:
|
||||||
|
(i)
|
Sole
power to vote or to direct the vote
|
0
|
,
|
|||
|
(ii)
|
Shared
power to vote or to direct the vote
|
1,434,909
|
,
|
|||
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
,
|
|||
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
1,434,909
|
.
|
|||
|
Number
of shares as to which Michael Vermut has:
|
||||||
|
(i)
|
Sole
power to vote or to direct the vote
|
0
|
,
|
||
|
(ii)
|
Shared
power to vote or to direct the vote
|
1,434,909
|
,
|
||
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
0
|
,
|
||
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
1,434,909
|
.
|
||
|
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 [
].
|
|
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another
Person.
|
|
If
any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than 5 percent of the
class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
|
If
a parent holding company or control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relevant
subsidiary.
|
|
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identity of each member of the
group.
|
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item
5.
|
|
|
Item
10.
|
Certification.
|
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
|
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.
|
November
9, 2009
|
|
|
Date
|
|
|
NEWLAND
CAPITAL MANAGEMENT, LLC*
|
|
|
By: /s/
Ken Brodkowitz
|
|
|
Name:
Ken Brodkowitz
|
|
|
Title:
Managing Member
|
|
|
NEWLAND
MASTER FUND, LTD.*
|
|
|
By: /s/
Ken Brodkowitz
|
|
|
Name:
Ken Brodkowitz
|
|
|
Title:
Director
|
|
|
KEN
BRODKOWITZ*
|
|
|
/s/
Ken Brodkowitz
|
|
|
MICHAEL
VERMUT*
|
|
|
/s/
Michael Vermut
|
|
*The
Reporting Persons disclaim beneficial ownership over the securities reported
herein except to the extent of the Reporting Persons’ pecuniary interest
therein.
Exhibit
A
AGREEMENT
The
undersigned agree that this Schedule 13G dated November 9, 2009 relating to the
Common Stock, par value $0.01 per share, of Mistras Group, Inc. shall be filed
on behalf of the undersigned.
|
NEWLAND
CAPITAL MANAGEMENT, LLC
|
|
|
By: /s/
Ken Brodkowitz
|
|
|
Name:
Ken Brodkowitz
|
|
|
Title:
Managing Member
|
|
|
NEWLAND
MASTER FUND, LTD.
|
|
|
By: /s/
Ken Brodkowitz
|
|
|
Name:
Ken Brodkowitz
|
|
|
Title:
Director
|
|
|
KEN
BRODKOWITZ
|
|
|
/s/
Ken Brodkowitz
|
|
|
MICHAEL
VERMUT
|
|
|
/s/
Michael Vermut
|
|
SK 25958 0003
1044887