MATRIX SERVICE CO — Director's Dealing 2011

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATRIX SERVICE CO (MTRX)
CIK: 0000866273
Period of Report: 2011-01-01

Reporting Person: MAXWELL TOM E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-01	COMMON STOCK	M	2282	—	Acquired	20182	Direct
2011-01-01	COMMON STOCK	D	2282	$12.18	Disposed	17900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-01	PHANTOM STOCK	$	M	2282	Disposed	2011-01-01	COMMON STOCK (2282)	Direct

Footnotes

F1: MATRIX SERVICE COMPANY COMMON STOCK.

F2: EACH SHARE OF PHANTOM STOCK WAS THE ECONOMIC EQUIVALENT OF ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK.

F3: INCLUDES 9,400 SHARES OF MATRIX SERVICE COMPANY COMMON STOCK OWNED OUTRIGHT.