Filing Details
- Accession Number:
- 0000950170-25-036701
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-09 20:00:00
- Filed By:
- Mill Road Capital III, L.P.
- Company:
- Mistras Group Inc. (NYSE:MG)
- Filing Date:
- 2025-03-10
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Mill Road Capital III, L.P. | 1,763,304 | 0 | 1,763,304 | 0 | 1,763,304 | 5.7% |
Mill Road Capital III GP LLC | 1,763,304 | 0 | 1,763,304 | 0 | 1,763,304 | 5.7% |
Thomas E. Lynch | 0 | 1,763,304 | 0 | 1,763,304 | 1,763,304 | 5.7% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Mistras Group, Inc. (Name of Issuer) |
Common stock, $0.01 par value (Title of Class of Securities) |
60649T107 (CUSIP Number) |
Mill Road Capital III, L.P. Attn: Thomas E. Lynch, 328 Pemberwick Road Greenwich, CT, 06831 203-987-3500 Peter M. Rosenblum, Esq. Foley Hoag LLP, 155 Seaport Blvd. Boston, MA, 02210 617-832-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on 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).
SCHEDULE 13D
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CUSIP No. | 60649T107 |
1 |
Name of reporting person
Mill Road Capital III, L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,763,304.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 60649T107 |
1 |
Name of reporting person
Mill Road Capital III GP LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,763,304.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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CUSIP No. | 60649T107 |
1 |
Name of reporting person
Thomas E. Lynch | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,763,304.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
5.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common stock, $0.01 par value | |
(b) | Name of Issuer:
Mistras Group, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
195 Clarksville Road, Princeton Junction,
NEW JERSEY
, 08550. | |
Item 1 Comment:
This Amendment No. 1 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 (the "Common Stock"), of Mistras Group, Inc., a Delaware corporation (the "Issuer"), filed by Thomas E. Lynch, Mill Road Capital III GP LLC, a Cayman Islands limited liability company, and Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership (collectively, the "Reporting Persons") on July 9, 2024 (such joint statement, as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: | ||
Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D shall hereby be amended and restated in its entirety as follows:
The Reporting Persons have acquired beneficial ownership of an aggregate of 1,763,304 shares of Common Stock for $10,116,361 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions. The purchase price of shares acquired pursuant to the assignment of Put Options (as defined in Item 6) is not reduced by the premium received by the Reporting Persons upon sale of the Put Options. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Paragraphs (a) and (b) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Schedule 13D, are based on a total of 31,010,375 shares of Common Stock issued and outstanding as of October 30, 2024, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2024. All of the share numbers reported herein are as of March 10, 2025, unless otherwise indicated. Each Reporting Person's cover page to this Schedule 13D for is incorporated by reference into this Item 5(a, b).
The Fund directly holds, and thus has sole voting and dispositive power over, 1,763,304 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund, and Mr. Lynch has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares in his capacity as Chairman and Management Committee Director of the GP. Accordingly, each of the Reporting Persons beneficially owns 1,763,304 shares of Common Stock, or approximately 5.7% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 1,763,304 shares of Common Stock, or approximately 5.7% of the outstanding shares of Common Stock. | |
(c) | Paragraph (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in the Common Stock from January 9, 2025 (the date 60 days prior to the filing of this Schedule 13D) to March 10, 2025 (the "Reporting Period"):
Date of Shares Purchase/Sale
Purchase/Sale Purchased/(Sold) Price per Share
(#) ($)
01/17/2025* 23,700 $ 10.0000
02/21/2025* 8,500 $ 10.0000
03/06/2025 (329) $ 10.5000
*Effected pursuant to the assignment of Put Options (as defined in Item 6).
Except as otherwise described in this Schedule 13D, the above-listed transactions were conducted in the ordinary course of business on the open market for cash, and the purchase and sale prices do not reflect brokerage commissions paid.
In addition, during the Reporting Period, the Fund sold the Put Options and Call Options (as defined in Item 6) described in Item 6, which is incorporated by reference into this Item 5(c). | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The first paragraph and following table of Item 6 of the Schedule 13D shall hereby be amended and restated in full as follows:
The table below lists the standard American-style, exchange-traded call options ("Call Options") sold by the Fund during the Reporting Period. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid.
Value per
Underlying
Share at Shares
which Call Underlying Call Options' Call Options'
Options were Call Options Strike Price Expiration
Date of Sale Sold ($) (100s) per Share ($) Date
03/06/2025 $ 0.9521 1600 $ 10.00 05/16/2025
03/06/2025 $ 1.4642 1246 $ 10.00 08/15/2025
03/06/2025 $ 0.5171 3522 $ 12.50 08/15/2025
03/07/2025 $ 1.1191 424 $ 10.00 05/16/2025
03/07/2025 $ 0.3000 1 $ 12.50 05/16/2025
03/07/2025 $ 0.5819 565 $ 12.50 08/15/2025
03/10/2025 $ 0.6496 227 $ 12.50 08/15/2025
Each of these Call Options gives the option's counterparty the right (but not the obligation) to purchase from the Fund, on or before the option's expiration date, the number of shares of Common Stock underlying the option, at a purchase price per share equal to the option's strike price per share. If a Call Option is exercised on or before its expiration date, the Fund must deliver the shares of Common Stock underlying the option in exchange for the option's aggregate exercise price.
The table below lists the standard American-style, exchange-traded put options ("Put Options") sold by the Fund during the Reporting Period. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid.
Value per
Underlying
Share at Shares
which Put Underlying Put Options' Put Options'
Options were Put Options Strike Price Expiration
Date of Sale Sold ($) (100s) per Share ($) Date
02/21/2025 $ 0.3329 174 $ 7.50 08/15/2025
02/21/2025 $ 1.1703 32 $ 10.00 08/15/2025
02/24/2025 $ 0.3000 300 $ 7.50 08/15/2025
02/25/2025 $ 0.3090 350 $ 7.50 08/15/2025
02/26/2025 $ 0.3161 305 $ 7.50 08/15/2025
02/27/2025 $ 0.3480 249 $ 7.50 08/15/2025
03/03/2025 $ 0.3469 332 $ 7.50 08/15/2025
03/05/2025 $ 0.4726 105 $ 7.50 08/15/2025
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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.
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