MATRIX SERVICE CO — Director's Dealing 2014

Feb 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATRIX SERVICE CO (MTRX)
CIK: 0000866273
Period of Report: 2014-02-21

Reporting Person: RYAN JAMES P (President Matrix Service)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-21	COMMON STOCK	M	15000	$4.60	Acquired	99214	Direct
2014-02-21	COMMON STOCK	S	15000	$32.1456	Disposed	84214	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-21	INCENTIVE STOCK OPTION (RIGHT TO BUY)	$4.6	M	15000	Disposed	2014-10-26	COMMON STOCK (15000.0)	Direct

Footnotes

F1: MATRIX SERVICE COMPANY COMMON STOCK.

F2: THE PRICE REPORTED IS A WEIGHTED AVERAGE PRICE. THESE SHARES WERE SOLD IN MULTIPLE TRANSACTIONS AT PRICES RANGING FROM $32.00 TO $32.44, INCLUSIVE. THE REPORTING PERSON UNDERTAKES TO PROVIDE TO MATRIX SERVICE COMPANY, ANY SECURITY HOLDER OF MATRIX SERVICE COMPANY, OR THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION, UPON REQUEST, FULL INFORMATION REGARDING THE NUMBER OF SHARES SOLD AT EACH SEPARATE PRICE WITHIN THE RANGE SET FORTH.

F3: INCLUDES 49,128 SHARES OF MATRIX SERVICE COMPANY COMMON STOCK OWNED OUTRIGHT.

F4: THE STOCK OPTION BECOMES EXERCISABLE IN FIVE EQUAL ANNUAL INSTALLMENTS, COMMENCING ONE YEAR AFTER THE DATE OF THE GRANT.

F5: NOT APPLICABLE.