SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* PAYNE SHAWN P (Last) (First) (Middle) 5100 EAST SKELLY DRIVE SUITE 100 (Street) TULSA OK 74135 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/01/2022	3. Issuer Name and Ticker or Trading Symbol MATRIX SERVICE CO [ MTRX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President, Matrix Service	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK(1)	35,801(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
RESTRICTED STOCK UNITS(3)	08/24/2021(4)	08/24/2024	COMMON STOCK(1)	2,785	(5)	D
RESTRICTED STOCK UNITS(3)	08/30/2022(6)	08/30/2025	COMMON STOCK(1)	4,540	(5)	D
RESTRICTED STOCK UNITS(3)	08/30/2023(7)	08/30/2026	COMMON STOCK(1)	11,269	(5)	D

Explanation of Responses:

1. MATRIX SERVICE COMPANY COMMON STOCK.

2. INCLUDES 16,020 SHARES OF MATRIX SERVICE COMPANY COMMON STOCK OWNED OUTRIGHT. THE REMAINING SHARES ARE RESTRICTED STOCK OWNED BUT NOT YET RELEASED DUE TO FUTURE VESTING REQUIREMENTS.

3. EACH RESTRICTED STOCK UNIT IS THE ECONOMIC EQUIVALENT OF ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK. ALL RESTRICTED STOCK UNITS ARE SETTLED SOLELY IN CASH WHEN VESTED.

4. FOR THIS SERVICE-BASED AWARD OF CASH-SETTLED RESTRICTED STOCK UNITS THAT WAS GRANTED ON AUGUST 24, 2020, 25% WILL VEST EACH YEAR FROM AUGUST 24, 2021 TO AUGUST 24, 2024.

5. NOT APPLICABLE.

6. FOR THIS SERVICE-BASED AWARD OF CASH-SETTLED RESTRICTED STOCK UNITS THAT WAS GRANTED ON AUGUST 30, 2021, 25% WILL VEST EACH YEAR FROM AUGUST 30, 2022 TO AUGUST 30, 2025.

7. FOR THIS SERVICE-BASED AWARD OF CASH-SETTLED RESTRICTED STOCK UNITS THAT WAS GRANTED ON AUGUST 30, 2022, 25% WILL VEST EACH YEAR FROM AUGUST 30, 2023 TO AUGUST 30, 2026.

Remarks:

	Shawn P. Payne	09/07/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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