MATRIX SERVICE CO — Director's Dealing 2011

Nov 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATRIX SERVICE CO (MTRX)
CIK: 0000866273
Period of Report: 2011-11-17

Reporting Person: RYAN JAMES P (President MSI)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-17	COMMON STOCK	A	16950	—	Acquired	72053	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-17	INCENTIVE STOCK OPTION (RIGHT TO BUY)	$10.19	A	9813	Acquired	2021-11-17	COMMON STOCK (9813)	Direct
2011-11-17	NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$10.19	A	7137	Acquired	2021-11-17	COMMON STOCK (7137)	Direct

Footnotes

F1: MATRIX SERVICE COMPANY COMMON STOCK.

F2: RESTRICTED STOCK UNIT, EACH UNIT WILL ENTITLE THE REPORTING PERSON TO ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK IF AND WHEN THE CONDITIONS OF THE RESTRICTION HAVE BEEN SATISFIED. FOR THIS GRANT, 25% WILL VEST EACH YEAR FOR THE NEXT FOUR YEARS ON THE ANNIVERSARY DATES.

F3: NOT APPLICABLE.

F4: INCLUDES 23,303 SHARES OF MATRIX SERVICE COMPANY COMMON STOCK OWNED OUTRIGHT.

F5: THE STOCK OPTION BECOMES 100% EXERCISABLE ON THE THIRD ANNIVERSARY DATE OF THE GRANT.