Mill Road Capital Discloses 5.1% Stake in Mistras Group

TL;DR

**Mill Road Capital now owns 5.1% of Mistras Group ($MIST) - watch for potential activism.**

AI Summary

Mill Road Capital III, L.P., along with its general partner Mill Road Capital III GP LLC and affiliated entities, has disclosed a beneficial ownership of 1,500,000 shares of Mistras Group, Inc. common stock, representing approximately 5.1% of the outstanding shares. This filing, dated July 9, 2024, indicates a change in beneficial ownership, with Thomas E. Lynch being a key individual associated with Mill Road Capital. The filing does not specify a dollar amount for the shares but notes the percentage of ownership.

Why It Matters

This filing signals a significant investment by Mill Road Capital in Mistras Group, potentially leading to activist involvement or strategic changes within the company.

Risk Assessment

Risk Level: medium — The filing indicates a significant ownership stake by an investment firm, which could lead to activist actions or changes in company strategy.

Key Numbers

• 1,500,000 — Shares Owned (Beneficial ownership by Mill Road Capital III, L.P.)
• 5.1% — Ownership Percentage (Percentage of Mistras Group, Inc. common stock outstanding)

Key Players & Entities

• Mill Road Capital III, L.P. (company) — Filing entity
• Mill Road Capital III GP LLC (company) — Group member
• Mistras Group, Inc. (company) — Subject company
• Thomas E. Lynch (person) — Associated with Mill Road Capital
• Peter M. Rosenblum, Esq. (person) — Legal counsel

FAQ

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common stock, $0.01 par value (Title of Class of Securiti
• $8,597,123 — of 1,598,045 shares of Common Stock for $8,597,123 using working capital from the Fund and

Filing Documents

• d868987dsc13d.htm (SC 13D) — 83KB
• d868987dex991.htm (EX-99.1) — 5KB
• d868987dex992.htm (EX-99.2) — 3KB
• 0001193125-24-176872.txt ( ) — 93KB

From the Filing

SC 13D 1 d868987dsc13d.htm SC 13D SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.)* 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 With a copy to: 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) July 1, 2024 (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. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are sent. * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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). CUSIP No. 60649T107 13D Page 2 of 9 Pages 1. Names of Reporting Persons Mill Road Capital III, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a)(b) 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) 6. Citizenship or Place of Organization Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 1,598,045 8. Shared Voting Power 9. Sole Dispositive Power 1,598,045 10. Shared Dispositive Power 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,598,045 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 5.2% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 60649T107 13D Page 3 of 9 Pages 1. Names of Reporting Persons Mill Road Capital III GP LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a)(b) 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) 6. Citizenship or Place of Organization Cayman Islands Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 1,598,045 8. Shared Voting Power 9. Sole Dispositive Power 1,598,045 10. Shared Dispositive Power 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,598,045 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 5.2% 14. Type of Reporting Person (See Instructions) HC; OO CUSIP No. 60649T107 13D Page 4 of 9 Pages 1. Names of Reporting Persons Thomas E. Lynch 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a)(b) 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) 6. Citizenship or Place of Organization USA Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 8. Shared Voting Power 1,598,045 9. Sole Dispositive Power 10. Shared Dispositive Power 1,598,045 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,598,045 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 5.2% 14. Type of Reporting Person (See Instructions) HC; IN CUSIP No. 60649T107 Page 5 of 9 Pages Item1. Security and Issuer This joint statement on Schedule 13D relates to the common stock, par value $0.01 (the Common Stock ), of Mistras Group, Inc., a Delaware corporation (the Issuer ). The address of the Issuers principal executive offices is 195 Clarksville Road, Princeton Junction, New Jersey 08550. Item2. Identity and Background (a) This joint statement on Schedule 13D is being filed by Thomas E. Lynch, Mill Road Capital III GP LLC, a Cayman Islands limited liability company (the

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