MATRIX SERVICE CO — Director's Dealing 2013

May 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATRIX SERVICE CO (MTRX)
CIK: 0000866273
Period of Report: 2013-05-20

Reporting Person: AUSTIN NANCY E (VP Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-20	COMMON STOCK	M	4400	$12.195	Acquired	36671	Direct
2013-05-20	COMMON STOCK	S	4400	$17.8114	Disposed	32271	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-20	INCENTIVE STOCK OPTION (RIGHT TO BUY)	$12.195	M	4400	Disposed	2013-10-21	COMMON STOCK (4400.0)	Direct

Footnotes

F1: MATRIX SERVICE COMPANY COMMON STOCK.

F2: INCLUDES 15,549 SHARES OF MATRIX SERVICE COMPANY COMMON STOCK OWNED OUTRIGHT.

F3: THE STOCK OPTION BECOMES EXERCISABLE IN FIVE EQUAL ANNUAL INSTALLMENTS, COMMENCING ONE YEAR AFTER THE DATE OF THE GRANT.

F4: NOT APPLICABLE.