(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)
þ
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 ).
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)o
(See Instructions)(b)o
3
SEC
USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5
SOLE
VOTING POWER
NUMBER OF
12,176,819 (includes options to purchase 1,950,000 shares which were fully exercisable as of December 31, 2018 and 87,838 restricted stock units)
SHARES
6
SHARED
VOTING POWER
BENEFICIALLY
OWNED BY
0
EACH
7
SOLE
DISPOSITIVE POWER
REPORTING
PERSON
12,176,819 (includes options to purchase 1,950,000 shares which were fully exercisable as of December 31, 2018 and 87,838 restricted stock units)
WITH
8
SHARED
DISPOSITIVE POWER
0
9
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,176,819 (includes options to purchase 1,950,000 shares which were fully exercisable as of December 31, 2018 and 87,838 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
39.8%*
12
TYPE
OF REPORTING PERSON (See Instructions)
IN
* This percentage calculation is based on 30,599,996 outstanding shares as of December 31, 2018, consisting of 28,562,158 shares issued and outstanding, 87,838 restricted stock units held by the reporting person, and 1,950,000 shares which may be acquired by the reporting person pursuant to options which were fully exercisable as of December
31, 2018.
Item 1(a). Name of Issuer:
Mistras Group, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
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
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:
12,176,819 (includes options to purchase 1,950,000 shares which were fully exercisable as of December 31, 2018 and 87,838 restricted stock units)
(b) Percent of class:
39.8% (See footnote to 11 above on Page 2)
(c) Number of shares
as to which the person has:
(i) Sole power to vote or to direct the vote
12,176,819 (includes options to purchase 1,950,000 shares which were fully exercisable as of December 31, 2018 and 87,838 restricted stock units)
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
12,176,819
(includes options to purchase 1,950,000 shares which were fully exercisable as of December 31, 2018 and 87,838 restricted stock units)
(iv) Shared power to dispose or to direct the disposition of
0
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.
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.