UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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)
x	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
	1	Names of Reporting Persons Sotirios J. Vahaviolos
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power 12,404,592 (includes options to purchase 975,000 shares exercisable within 60 days of December 31, 2011 and 62,801 restricted stock units)
			6		Shared Voting Power 0
			7		Sole Dispositive Power 12,404,592 (includes options to purchase 975,000 shares exercisable within 60 days of December 31, 2011 and 62,801 restricted stock units)
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 12,404,592 (includes options to purchase 975,000 shares exercisable within 60 days of December 31, 2011 and 62,801 restricted stock units)
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
	11	Percentage of Class Represented by Amount in Row 9 42.8%*
	12	Type of Reporting Person (See Instructions) IN

 

* This percentage calculation is based on 28,953,837 outstanding shares as of December 31, 2011, consisting of 27,916,036 shares issued and outstanding, 62,801 restricted stock units held by the reporting person, and 975,000 shares which may be acquired by the reporting person pursuant to options which are exercisable within 60 days.

 

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CUSIP No. 60649T 107

SCHEDULE 13G

 

Item 1(a).	Name of Issuer:
	Mistras Group, Inc.
Item 1(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
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	195 Clarksville Road, Princeton Junction, New Jersey 08550
Item 2(c).	Citizenship:
	United States
Item 2(d).	Title of Class of Securities:
	Common Stock, $0.01 par value
Item 2(e).	CUSIP Number:
	60649T 107
Item 3.	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:
	Not applicable

 

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CUSIP No. 60649T 107

SCHEDULE 13G

 

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)     Amount beneficially owned:

 

 

(b)     Percent of class:

 

 

(c)     Number of shares as to which the person has:

 

(i)         Sole power to vote or to direct the vote

 

 

(ii)        Shared power to vote or to direct the vote

 

 

(iii)       Sole power to dispose or to direct the disposition of

 

 

(iv)       Shared power to dispose or to direct the disposition of

 

 

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

 

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.

 

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CUSIP No. 60649T 107

SCHEDULE 13G

 

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 13, 2012

 

	/s/ Sotirios J. Vahaviolos

 

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